POSaBIT Closes Non-Brokered Unit Offering to Fund Convertible Unsecured Note Maturity

POSaBIT Systems Corporation (CSE: PBIT, OTC: POSAF) (the "Company" or "POSaBIT"), a leading provider of payments infrastructure in the cannabis industry, is pleased to announce that, further to its previous press release dated December 21, 2023, it has closed a non-brokered private placement of 3,107,142 units of the Company (the "Units"), at a price of CAD$0.28 per Unit, for aggregate gross proceeds of approximately CAD$870,000 or USD$650,000 (the "Offering") to fund the repayment of certain convertible promissory notes at maturity.

In connection with the Offering, each Unit is comprised of one (1) common share in the capital of the Company ("Common Shares") and 0.88 Common Share purchase warrants (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share in the capital of the Company (each, a "Warrant Share") at a price of CAD$0.40 per Warrant Share for a period of 60 months.

On November 13, 2020, the Company announced the close of USD$1,040,000 principal amount of 12% convertible unsecured notes due December 31, 2023 (the “2020 Notes”), convertible into Common Shares at a conversion price of CAD$0.12 per Common Share. As of the conversion deadline, USD$565,000 principal amount of 2020 Notes did not convert and such notes will be repaid at maturity.

In connection with the Offering, Perga Capital Partners LP ("Perga") purchased 2,857,929 Units, for aggregate gross proceeds of approximately CAD$800,220. Perga also entered into a warrant cancellation agreement with the Company, pursuant to which Perga agreed to cancel 3,850,000 Common Share purchase warrants previously issued to Perga.

Pursuant to the Offering, the Company issued 3,107,142 Common Shares and 2,734,284 Warrants, which are partially offset by the cancellation of 3.85 million warrants previously issued to Perga. This compares to the potential issuance of approximately 6.3 million Common Shares if the 2020 Notes had converted under their original terms.

The Common Shares and Warrants issued in connection with the Offering are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.