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Vancouver, British Columbia--(Newsfile Corp. - June 17, 2025) - Trilogy AI Corp. (CSE: TRAI) (OTCQB: TRAIF) (FSE: Y92) ("Trilogy" or the "Company") is pleased to announce, further to its press release dated March 17, 2025, that it intends to complete a non-brokered private placement of a minimum of 10,000,000 units of the Company (the "Units") at a price of $0.20 per Unit for total gross proceeds of at least C$2,000,000 (the "Offering"). The Offering is being undertaken in connection with the previously-announced acquisition (see below for Acquisition Details) by the Company of WealthAgile Inc. ("WealthAgile"), a party at arm's length to the Company.
The Offering
Each Unit issued under the Offering will consist of one common share (a "Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each warrant entitles the holder to purchase one Common Share (a "Warrant Share") at a price of $0.30 for a period of 24 months. The Company may pay finder's fees in connection with the Offering to eligible finders in accordance with the policies of the Canadian Securities Exchange and applicable Canadian securities laws.
The Offering is scheduled to close, in one or more tranches, on or about June 26, 2025 (the "Closing Date"). The Offering remains subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including any necessary Canadian Securities Exchange and other regulatory approvals.
The securities to be offered pursuant to this Offering will be subject to a statutory hold period of 4 months and one day from the date of issuance pursuant to applicable securities laws.
The securities to be offered pursuant to this Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Acquisition Details
The Company entered into a definitive purchase agreement (the "Purchase Agreement") with WealthAgile, dated March 10, 2025, pursuant to which it has agreed to acquire 100% of the issued and outstanding shares of WealthAgile (the "Acquisition") in consideration for the issuance of 23,000,000 common shares of Trilogy to the WealthAgile securityholders ("Vendors") on a pro-rata basis (the "Consideration Shares"). Closing of the Acquisition is subject to several conditions, including: (i) receipt of approvals from the CSE and the Company's shareholders; (ii) Trilogy having completed the Offering; and (iii) Mr. Timothy J Burgess being appointed to the board of directors and as Chief Executive Officer of Trilogy.
About Trilogy AI Corp.
Trilogy AI Corp. is a company committed to transforming the beauty industry through its AI beauty technology "Scarlett".
On Behalf of the Board of Directors:
Melody Cooper, CEO
Email: [email protected]
604 760 1781
The Canadian Securities Exchange has not reviewed this news release and does not accept responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation based on current expectations, estimates, forecasts, projections, beliefs and assumptions made by management of the Company. Forward-looking information is generally identified by words such as "believe", "project", "aim", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", and similar expressions and, in this news release, includes statements relating to the terms and conditions of the Offering, the closing of the Offering, the Closing Date of the Offering, the completion of the Acquisition, the financial and business prospects of the Company and WealthAgile, their respective assets and other matters. Although the Company believes that the expectations and assumptions on which such forward-looking information are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking information in this news release. The forward-looking information included in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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