Toronto, Ontario--(Newsfile Corp. - November 5, 2024) - SuperBuzz Inc. (TSXV: SPZ) ("SuperBuzz" or the "Company"), with its head office address located at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9, today announced that it is filing corrective disclosure of the Company's continuous disclosure relating to the debt settlement transaction that closed on July 5, 2024.
Further to the Company's press releases dated February 21, 2024, June 3, 2024 and July 8, 2024 the Company settled C$1,199,298.66 of debt (the "Debt Settlement Transaction") through the issuance of Units (as defined herein) and common shares in the capital of the Company (the "Common Shares"). Each Unit was priced at C$0.03 per Unit and comprised of one Common Share and one warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share for a period of 24 months from the closing date of the Debt Settlement at an exercise price of $0.05 per Common Share.
Dror Erez, being a 10% security holder of the Company (the "Insider") was issued 7,583,393 Units to settle his debt pursuant to the Debt Settlement Transaction. However, Section 3.1 of TSX Venture Exchange ("TSXV") Policy 4.3 - Shares for Debt provides that Non-Arm's Length Parties (as defined in TSXV policies) may only receive shares as settlement for debt and that warrants may not be issued in addition to share settlements where a Non-Arm's Length Party is a creditor. Consequently, the Insider should not have received Units, and should have only received Common Shares to settle their debt with the Company. The Company has taken corrective action to ensure compliance with TSXV policies by cancelling the Warrants that were issued to the Insider pursuant to the Debt Settlement Transaction (the "Correction").
The Company disclosed in its press release dated June 3, 2024, that a total of 36,929,955 Units were being issued to arm's-length creditors to settle $1,107,898.66 of debt and 3,046,667 Common Shares were being issued to Non-Arm's Length creditors to settle $91,400.00 of debt. After the Correction, the Company has issued (i) 10,630,060 Common Shares to non-arm's length creditors to settle C$318,901.79 of debt; and (ii) 29,346,562 Units to arm's length creditors to settle C$880,396.87 of debt.
Related Party Transaction
The Correction 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 Transaction ("MI 61-101") because C$227,501.79 of debt was settled with the Insider of the Company. The Company relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Correction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the Correction on SEDAR+ less than 21 days prior to the closing of the Correction because the Company wished to immediately implement the Correction to ensure compliance with TSXV policies.
Early Warning Disclosure
Immediately before the Debt Settlement Transaction, the Insider held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 10,408,076 Common Shares, and 107,290 restricted share units ("RSUs") representing 25.95% of all the issued and outstanding Common Shares on an undiluted basis and 26.14% on a partially diluted basis.
In connection with the Debt Settlement Transaction, the Insider originally acquired 7,583,393 Units. Following the completion of the Debt Settlement Transaction, the Insider held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 17,991,469 Common Shares, 107,290 RSUs, and 7,583,393 Warrants representing 22.33% of all the issued and outstanding Common Shares on an undiluted basis and 29.09% on a partially diluted basis.
After the Correction, the Insider now holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 17,991,469 Common Shares and 107,290 RSUs, representing 22.33% of all the issued and outstanding Common Shares on an undiluted basis and 22.43% on a partially diluted basis.
The Insider holds the 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 the Insider may deem appropriate. The Insider may increase, decrease or change his ownership over the Common Shares or other securities of the Company.
A copy of the Early Warning Report with additional information in respect of the foregoing matters will be filed on www.sedarplus.ca under the Company's profile. For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by the Insider as a result of the Correction referred to in this press release, please contact the Insider at telephone: +972- 542-191-535.
About SuperBuzz Inc.
SuperBuzz is revolutionizing how people interact with technology. Its AI platform leverages GPT-3 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.
For Additional Information, Contact:
Liran Brenner Chief Executive Officer
Email: liran@superbuzz.io
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 and the Company's market share or reach; 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 TSX Venture Exchange; 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 risks 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 offering, as well as the Company's inability to capture market share; the risks associated with the distribution methods expected to be used by the Company to deliver its product offering; 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 offering, 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/228957
SOURCE: SuperBuzz Inc.
