Mr. Liran Brenner reports

SUPERBUZZ ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT OF SPECIAL WARRANTS

Further to the press release of Nov. 26, 2024, Superbuzz Inc. has closed the first tranche of its non-brokered private placement financing of special warrants of the company at a price of 16 cents per special warrant for gross proceeds of up to $750,000. Pursuant to the first tranche of the offering, the company issued an aggregate of 2.8 million special warrants for gross proceeds of $448,000.

Each special warrant shall be automatically exchanged for units of the company upon satisfaction of the following conditions: (i) receipt of shareholder approval with respect to the consolidation (as defined below); (ii) completion of the consolidation; and (iii) receipt of all corporate and regulatory approvals, including the approval of the TSX Venture Exchange, for the offering and the consolidation.

Each unit issued upon satisfaction of the exercise conditions shall consist of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant shall entitle the holder to purchase one common share for a period of 24 months from the initial closing date of the offering at the following exercise prices: (i) 22 cents per common share if exercised within the first 12 months from the closing date; and (ii) 28 cents per common share if exercised during the subsequent 12-month period.

The company shall use its reasonable best efforts to satisfy the exercise conditions on or before the date that is six months following the closing date. In the event that the exercise conditions are not satisfied on or before the special warrant expiry time, the special warrants shall be automatically exchanged for promissory notes of the company in the principal amount that is equal to each subscriber's subscription amount. The notes shall be immediately payable and shall accrue interest at a rate of 18 per cent per annum, calculated on a daily basis.

The net proceeds of the offering will be used for marketing and advertising the company's core platform to potential end customers, sales initiatives, working capital, and general corporate purposes.

As previously announced, the company intends to consolidate its issued and outstanding common shares on the basis of four preconsolidation common shares for one postconsolidation common share. The company's shareholders approved the consolidation at the company's annual general and special meeting held on Dec. 10, 2024. The completion of the consolidation remains subject to receipt of all necessary approvals, including shareholder approval and the approval of the TSX Venture Exchange.

Additionally, the company announces that it has entered into a debt conversion agreement with Yoel Yogev to settle an aggregate of $150,000 of debt. Pursuant to the debt conversion agreement, the company has agreed to issue, and the creditor has agreed to accept, an aggregate of 937,500 postconsolidation common shares in full and final settlement of the debt, with such debt shares being issued at a deemed issue price of 16 cents per debt share.

The transactions contemplated by the debt conversion agreement constitute a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transaction) because Mr. Yogev is a director of the company. The company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the debt shares does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

The offering and the debt settlement remain subject to the company obtaining all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the offering and the debt settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.

The company also announces that it has entered into an amending agreement with Mr. Yogev, amending certain terms of the consulting agreement dated July 2, 2024, between the company and Mr. Yogev. Pursuant to the amending agreement, Mr. Yogev will receive compensation in the amount of $25,000, on an annual basis (reduced from $10,000 monthly), and will be granted restricted stock units of the company convertible into $25,000 of postconsolidation common shares, calculated based on the market price (as defined in TSX-V Policy 1.1 (Interpretation)) at the time of grant. The RSUs shall vest in accordance with the company's standard vesting schedule, and shall be subject to the terms and conditions outlined in the RSU award agreement.

About Superbuzz Inc.

Superbuzz is revolutionizing how people interact with technology. Its artificial intelligence platform leverages GPT-3 to automate many processes, including push notifications and content creation. The platform simplifies the user experience, allowing for advanced digital interaction that cuts back on manual tasks. Moreover, Superbuzz's AI platform intelligently responds to small- and medium-sized businesses' unique needs, making it an incredibly reliable and powerful tool for various applications.

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