Fobi AI Announces Amendment to Asset Purchase Agreement with Wallet Communications SL

VANCOUVER, British Columbia, April 25, 2024 (GLOBE NEWSWIRE) -- Fobi AI Inc. (FOBI:TSXV) (FOBIF:OTCQB) (the "Company" or "Fobi"), an industry leader in harnessing AI and data intelligence to enable digital transformation, is pleased to announce that, further to its press release dated October 18, 2023, it has entered into an amending agreement (the “Amending Agreement”) to the asset purchase agreement dated October 3, 2023 (the “APA”) between the Company and Wallet Communications SL (“WalletCom”).

Pursuant to the Amending Agreement, among other things, the Company and WalletCom have clarified that the upfront consideration payable to WalletCom pursuant to the APA shall comprise of an aggregate of 476,126 common shares in the capital of the Company (“Fobi Shares”) at a deemed price per Fobi Share of CAD$0.088 for aggregate upfront consideration of C$41,899.14, and the maximum number of Fobi Shares payable pursuant to the earn-out shall be 1,559,844 Fobi Shares. Additionally, at closing of the APA, it is expected that Fobi will assume approximately $475 in liabilities from WalletCom.

The Company and WalletCom continue to work diligently towards completion of the transactions contemplated under the APA and expect closing to occur on or about April 30, 2024, or such other date as may be determined by the Company and WalletCom. Completion of the transactions contemplated by the APA is subject to customary approvals including the approval of the TSX Venture Exchange (the “TSXV”). All Fobi Shares issued pursuant to the APA shall be subject to a hold period of four months and one day from the date of issuance thereof in accordance with applicable securities laws.

Fobi also announces, further to the Company’s April 19, 2023, press release of the Passworks Acquisition (“Passworks Release”), the Company has issued 770,421 common shares in the capital of the Company at a deemed price of $0.076 per Common Share to the registered holder of Sortido Cinzento, Unipessoal, LDA, as per the purchase agreement, for payment of the First Anniversary Shares (as defined in the Passworks Release). The First Anniversary Shares are subject to a statutory hold period and will become free trading as of four months and one day from the date of issuance.