Mr. Liran Brenner reports
SUPERBUZZ EXTENDS CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Further to Superbuzz Inc.'s press release dated Dec. 24, 2024, the company has received approval from the TSX Venture Exchange for a 30-day extension to close its previously announced non-brokered private placement financing of special warrants of the company, consisting of special warrants, at a price of 16 cents per special warrant for gross proceeds of up to $750,000. Pursuant to the closing of the previously announced first tranche of the offering, the company has issued an aggregate of 2.8 million special warrants for gross proceeds of $448,000.
Each special warrant shall be automatically converted into 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 (collectively, the exercise conditions).
As previously announced, the company intends to consolidate its issued and outstanding common shares on the basis of one postconsolidation common share for four preconsolidation common shares (as defined below). 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 the approval of the TSX-V.
Each unit issued upon satisfaction of the exercise conditions shall consist of one postconsolidation common share in the capital of the company and one postconsolidation common share purchase warrant of the company. Each warrant shall entitle the holder to purchase one postconsolidation 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 postconsolidation common share if exercised within the first 12 months from the closing date; and (ii) 28 cents per postconsolidation 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 (the special warrant expiry time). 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 for general corporate purposes.
The company may pay finders' fees comprising cash and non-transferable warrants in connection with the offering, subject to compliance with the policies of the TSX Venture Exchange. All securities issued and sold under the offering will be subject to a hold period expiring four months and one day from closing. Completion of the offering and the payment of any finders' fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
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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