SuperBuzz Announces Automatic Conversion of Special Warrants, Debt Settlement, Extension of Loan Agreement and Early Warning Disclosure

Toronto, Ontario--(Newsfile Corp. - April 21, 2025) - SuperBuzz Inc. (TSXV: SPZ) ("SuperBuzz" or the "Company"), is pleased to announce that, further to its press releases dated December 24, 2024, January 10, 2025 and February 4, 2025, the Company completed its previously announced non-brokered private placement financing of special warrants (each, a "Special Warrant") of the Company at a price of C$0.16 per Special Warrant for gross proceeds of C$706,554.06 (the "Offering") on April 14, 2025. Each Special Warrant of the Company was automatically exchanged for units of the Company (each, a "Unit") upon satisfaction of the applicable exercise conditions: (i) receipt of shareholder approval with respect to the Consolidation (as defined in the February 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 ("TSXV"), for the Offering and the Consolidation.

Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant of the Company (each, a "Warrant"). 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) C$0.22 per Common Share if exercised within the first 12 months from the closing date of the applicable tranche of the Offering; and (ii) C$0.28 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 C$150,000 of debt (the "Debt Settlement") through the issuance of 937,500 Common Shares at a price of C$0.16 per Common Share to Yoel Yogev, the Chairman and a director of the Company (the "Lender").

The Company also announces that its wholly-owned subsidiary, Message Notify Ltd., a company organized under the laws of the State of Israel (the "Borrower"), which entered into a loan agreement effective August 5, 2024 (the "Agreement") to borrow US$755,742 (the "Principal Amount") from the Lender, has agreed with the Lender to extend the maturity date of the Loan (as defined below) to December 31, 2026 (the "Loan Extension").

As previously disclosed, the Loan bears interest at a rate of 13% per annum (the "Interest"), commencing as of the date that the Principal Amount was advanced to the Borrower, calculated on the basis of 365 days a year (the Principal Amount together with the accrued Interest, the "Loan"). The Loan or any portion thereof, shall be repaid by the Borrower to the Lender upon the earlier of the following: (i) December 31, 2026; (ii) the Company generating gross revenues of US$1,000,000 or more in a financial year, in which case 20% of the gross revenue above US$1,000,000 is to be paid to the Lender as an interim payment towards the Loan, (iii) the voluntary liquidation, dissolution, or winding up of the Borrower; or (iv) upon a default event under the Agreement.

The issuance of Common Shares to Mr. Yogev (the "Related Party Transaction") in connection with the Debt Settlement constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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% 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% 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% of the issued and outstanding Common Shares on an undiluted basis and approximately 40.30% 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% of the issued and outstanding Common Shares on an undiluted basis and approximately 36.31% 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 an ongoing 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 at www.sedarplus.ca. For further information or to obtain a copy of the early warning report, please contact Liran Brenner, Chief Executive Officer at [email protected]. SuperBuzz's head office is located at 1 Adelaide St. East, Unit 801, Toronto, Ontario, M5C 2V9, Canada.

None of the securities issued in the Offering and the Debt Settlement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.

About SuperBuzz Inc.

SuperBuzz is revolutionizing how people interact with technology. Its AI 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.

Additional information in respect of the Company's business is available under the Company's SEDAR+ profile at www.sedarplus.ca.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to: the Company's business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones; the Company's future growth prospects; the development of the Company's business and future activities following the date hereof; expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations; expectations with respect to economic, business, regulatory and/or competitive factors related to the Company or the industry generally; the competitive landscape within which the Company operates; the performance of the Company's business and the operations and activities of the Company; the Company's ability to obtain, maintain, and renew or extend, applicable authorizations, including the timing and impact of the receipt thereof; the Company's continued work on its product offerings, including the use of OpenAI's GPT-3 model.

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company's financial condition and development plans do not change as a result of unforeseen events; there will continue to be a demand, and market opportunity, for the Company's product offerings; current and future economic conditions will neither affect the business and operations of the Company nor the Company's ability to capitalize on anticipated business opportunities; current and future members of management will abide by the Company's business objectives and strategies from time to time established by the Company; the Company will retain and supplement its board of directors and management, or otherwise engage consultants and advisors having knowledge of the industries (or segments thereof) within which the Company may from time to time participate; the Company will have sufficient working capital and the ability to obtain the financing required in order to develop and continue its business and operations; the Company will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be; taxes and all other applicable matters in the jurisdictions in which the Company conducts business and any other jurisdiction in which the Company may conduct business in the future; the Company will be able to generate cash flow from operations, including, where applicable, distribution and sale of its products; the Company will be able to execute on its business strategy as anticipated; the Company will be able to meet the requirements necessary to obtain and/or maintain authorizations required to conduct the business; the Company's continuing ability to meet the requirements necessary to remain listed on the TSXV; general economic, financial, market, regulatory, and political conditions will not negatively affect the Company or its business; the Company will be able to successfully compete in the industry; prices offered by competitors will not decline materially; the Company will be able to effectively manage anticipated and unanticipated costs; the Company will be able to conduct its operations in a safe, efficient and effective manner; the Company's ability to continue to work on its product offerings, including the use of OpenAI's GPT-3 model.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the risks associated with the industry in general; the inability of the Company to obtain requisite approvals; the Company's inability to attract and retain qualified members of management to grow the Company's business and its operations; the Company's inability to effectively manage unanticipated costs and expenses, including costs and expenses; the risk's associated with the Company's in meeting its business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones; the inability of the Company to identify and secure future growth prospects; the Company's inability to develop its business and future activities following the date hereof; the Company's inability to meet or exceed expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations; the Company's inability to meet or exceed expectations with respect to economic, business, regulatory and/or competitive factors related to the Company or the industry generally; the risks associated with the market for the Company's current and proposed product offerings; the risks associated with the distribution methods expected to be used by the Company to deliver its product offerings; the effect of the Consolidation on the Company's securities; the Company's inability to obtain, maintain, and renew or extend, applicable authorizations, including the timing and impact of the receipt thereof; the Company's inability to continue to work on its product offerings, including the use of OpenAI's GPT-3 model.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249165