Mr. Liran Brenner reports
SUPERBUZZ ANNOUNCES TSXV APPROVAL OF CONSOLIDATION
Further to Superbuzz Inc.'s press release dated Nov. 26, 2024, and Dec. 24, 2024, the TSX Venture Exchange has approved the consolidation of the company's issued and outstanding common shares on the basis of one postconsolidation common share for every four preconsolidation common shares. The consolidation will be effective at the opening of the market on March 19, 2025. The consolidation was approved at the company's annual general and special meeting of shareholders held on Dec. 10, 2024.
The company's name and trading symbol will remain unchanged following the consolidation. The new Cusip number will be 868041203, and the new ISIN number will be CA8680412035 for the postconsolidation common shares. The company currently has 80,584,514 common shares, and after the consolidation is effective, it will have approximately 20,146,128 common shares.
Any fractional postconsolidation common share that is less than one-half of a common share will be cancelled and any fractional postconsolidation common share that is at least or greater than one-half of a common share will be rounded up to one whole common share. Registered shareholders of record as of the effective date who hold physical share certificates will receive a letter of transmittal from the company's transfer agent, TSX Trust Company, with instructions on how to exchange for new share certificates representing postconsolidation common shares. Beneficial shareholders who hold their common shares through a broker or other intermediary and do not have common shares registered in their own names will not be required to complete a letter of transmittal.
The consolidation will affect all shareholders uniformly and will not alter any shareholder's relative interest in the company's equity securities, except for any adjustments for fractional shares. In addition, proportionate adjustments will be made to the number of common shares underlying, and the exercise or conversion prices of, the company's outstanding stock options and warrants, and to the number of common shares issuable under the company's equity incentive plans.
Corrective disclosure -- February, 2025, private placement
Further to the company's press release dated Feb. 18, 2025, announcing the closing of its non-brokered private placement financing, Nahum Segal, a director of the company, was granted 81,250 special warrants (as defined in the Feb. 18, 2025, press release). The participation of Mr. Segal (the participating insider) in the offering constituted a related party transaction, as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). In completing the offering, the company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the participating insider's participation in the offering did not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.
About Superbuzz Inc.
Superbuzz is revolutionizing how people interact with technology. Its AI 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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