Mr. Liran Brenner reports

SUPERBUZZ ANNOUNCES AUTOMATIC CONVERSION OF SPECIAL WARRANTS, DEBT SETTLEMENT, EXTENSION OF LOAN AGREEMENT AND EARLY WARNING DISCLOSURE

Further to the press releases dated Dec. 24, 2024, Jan. 10, 2025, and Feb. 4, 2025, Superbuzz Inc. has completed its previously announced non-brokered private placement financing of special warrants of the company at a price of 16 cents per special warrant for gross proceeds of $706,554.06 on April 14, 2025. Each special warrant of the company was automatically exchanged for units of the company upon satisfaction of the applicable exercise conditions: (i) receipt of shareholder approval with respect to the consolidation (as defined in the Feb. 18, 2025, news release); (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 consists of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant entitles the holder to purchase one common share for a period of 24 months from the applicable issuance date of the special warrants at the following exercise prices: (i) 22 cents per common share if exercised within the first 12 months from the closing date of the applicable tranche of the offering; and (ii) 28 cents per common share if exercised during the subsequent 12-month period prior following the closing date of the applicable tranche of the offering.

Debt settlement, loan extension and early warning disclosure

Effective April 14, 2025, the company also announces that it has settled $150,000 of debt through the issuance of 937,500 common shares at a price of 16 cents per common share to Yoel Yogev, the chairman and a director of the company.

The company also announces that its wholly owned subsidiary, Message Notify Ltd., a company organized under the laws of the State of Israel, which entered into a loan agreement, effective Aug. 5, 2024, to borrow $755,742 (U.S.) from the lender, has agreed with the lender to extend the maturity date of the loan (as defined below) to Dec. 31, 2026.

As previously disclosed, the loan bears interest at a rate of 13 per cent per annum, commencing as of the date that the principal amount was advanced to the borrower, calculated on the basis of 365 days a year. The loan or any portion thereof shall be repaid by the borrower to the lender upon the earlier of the following: (i) Dec. 31, 2026; (ii) the company generating gross revenues of $1-million (U.S.) or more in a financial year, in which case 20 per cent of the gross revenue above $1-million (U.S.) is to be paid to the lender as an interim payment toward the loan; (iii) the voluntary liquidation, dissolution or windup of the borrower; or (iv) a default event under the agreement.

The issuance of common shares to Mr. Yogev in connection with the debt settlement constitutes 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 Transactions). The company is relying on the exemption from the formal valuation requirement under Section 5.5(b) of MI 61-101 as the common shares are not listed on a specified market, and is also relying on the exemption from the minority approval requirement under Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization.

The loan extension also constitutes a related-party transaction. The fair market value of the loan does not exceed 25 per cent of the company's market capitalization, enabling the company to rely upon Section 5.5(a) of MI 61-101 as an exemption from a formal valuation and Section 5.7(1)(a) of MI 61-101 as an exemption from minority shareholder approval.

The board approved both transactions, with Mr. Yogev abstaining. No materially contrary views were expressed. The company did not file a material change report more than 21 days before the closing, which it considers reasonable in the circumstances as the company wanted to complete the loan extension and debt settlement on an expedited basis for business reasons.

The company and the lender have agreed to complete the debt settlement to preserve the company's cash for working capital purposes.

All securities issued in connection with 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.

Prior to the debt settlement, Mr. Yogev beneficially owned, or exercised control or direction over, 5,083,342 common shares and 5,083,342 warrants to acquire common shares, representing approximately 25.23 per cent of the issued and outstanding common shares on an undiluted basis and approximately 40.30 per cent on a partially diluted basis.

In connection with the debt settlement, Mr. Yogev acquired 937,500 common shares and now beneficially owns, or exercises control or direction over, 6,020,842 common shares and 5,083,342 warrants to purchase common shares, representing approximately 23.61 per cent of the issued and outstanding common shares on an undiluted basis and approximately 36.31 per cent on a partially diluted basis.

Mr. Yogev holds the common shares and warrants to purchase common shares for investment purposes, and may evaluate such investment on a continuing basis and subject to various factors, including, without limitation, the company's financial position, the price levels of the common shares, conditions in the securities markets and general economic and industry conditions, the company's business or financial condition, and other factors and conditions that Mr. Yogev may deem appropriate. Mr. Yogev may increase, decrease or change his ownership over the common shares or other securities of the company.

A copy of the early warning report will be electronically filed with the applicable securities commission in each jurisdiction where Superbuzz is a reporting issuer and will be available on Superbuzz's SEDAR+ profile. For further information or to obtain a copy of the early warning report, please contact Liran Brenner, chief executive officer, at liran@superbuzz.io.

About Superbuzz Inc.

Superbuzz is revolutionizing how people interact with technology. Its artificial intelligence platform leverages OpenAI's GPT-3 model 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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