Vancouver, British Columbia--(Newsfile Corp. - January 28, 2025) - Trilogy AI Corp. (CSE: TRAI) (OTCQB: TRAIF) (FSE: Y92) (formerly, Ambari Brands Inc.) (the "Company") is pleased to announce, further to its press release dated December 16, 2024, that the Company has closed its non-brokered private placement financing (the "LIFE Offering") of 6,826,667 common shares (the "Common Shares") at C$0.07 per Common Share, for aggregate gross proceeds of approximately C$477,866.69. The Company has also closed its concurrent private placement financing (the "Private Placement") of 5,174,240 common shares (the "Private Placement Shares") at C$0.07 per Private Placement Share for aggregate gross proceeds of approximately C$362,196.82, and its private placement offering of Common Share purchase warrants (the "Warrant Offering" and together with the LIFE Offering and the Private Placement, the "Offerings"), issuing a total of 9,311,500 warrants (the "Warrants"), at a price of C$0.05 per Warrant for aggregate gross proceeds of C$465,575. Each Warrant entitles the holder to acquire one Common Share (a "Warrant Share") at a price of C$0.05 for a period of 24 months. The Warrants will only be exercisable if shareholders of the Company approve, by an ordinary resolution passed at a duly called meeting of shareholders or by written consent of the holders of not less than 51% of the then outstanding Common Shares, the issuance of all common shares issuable upon exercise of all the Warrants.
The Common Shares purchased under the LIFE Offering were issued pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, and will not be subject to a hold period in accordance with applicable Canadian securities laws. The Private Placement Shares and Warrants (and Warrant Shares, if applicable) 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 proceeds from the sale will be used for working capital and general corporate purposes, including as more specifically described in the Offering Document.
The securities issued pursuant to the Offerings 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.
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, Corporate Secretary and Director
info@trilogyai.ca
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 on Forward-Looking Information
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 use of proceeds of the Offering, the financial and business prospects of the Company, its 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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SOURCE: Trilogy AI Corp.
