Latest news with #FFCTO
Malaysian Reserve
19-07-2025
- Business
- Malaysian Reserve
Montfort Capital Announces Reinstatement of Trading on TSXV
TORONTO, July 18, 2025 /CNW/ – Montfort Capital Corp. (TSXV:MONT) ('Montfort' or the 'Company') is pleased to announce that the TSX Venture Exchange (the 'TSXV' or the 'Exchange') has accepted its application for reinstatement of trading of the Company's common shares on the TSXV. This follows the successful resolution of the Failure-to-File Cease Trade Orders (collectively, the 'FFCTO') issued by the Ontario Securities Commission (the 'OSC') on May 7, 2025 and June 5, 2025, and revoked on May 28, 2025 and June 12, 2025, respectively. The Company expects its common shares to be reinstated for trading shortly. The FFCTO was issued as a result of the delay in the filing of the Company's annual audited financial statements for the year ended December 31, 2024 (the 'Late Annual Financial Statements'). The delay in filing the annual financial statements had a cascading effect which caused the Company to also be late in filing its interim financial statements for the three-month period ended March 31, 2025 (the 'Late Interim Financial Statements' and together with the Late Annual Financial Statements, the 'Late Financial Statements'). The Company filed the Late Annual Financial Statements on May 27, 2025 and filed the Late Interim Financial Statements on June 11, 2025, whereby the OSC automatically revoked the FFCTO. Upon the revocation of the FFCTO, the Company applied to the TSXV to have its Common Shares and Series A Class A Preferred Shares reinstated for trading. The Company acknowledges and appreciates the patience of its shareholders and stakeholders during this process and reaffirms its commitment to adhering to high standards of compliance and corporate governance. In addition to the announcement regarding the reinstatement of trading on the TSXV, the Company is providing an update on a number of matters, including the following: Related Party Loans Disclosure During the financial year ended December 31, 2023, lending subsidiaries of the Company issued unsecured demand promissory notes to Godsoe Financial Capital Corporation, an entity controlled by Michael Godsoe, former director and officer of Langhaus Financial Corporation, for aggregate gross proceeds of $1,175,000 to fund their lending activities (the '2023 Related Party Notes'). The 2023 Related Party Notes are due in September 30, 2025 and yield an interest rate of TD Prime Rate plus 125 basis points per annum. During the financial year ended December 31, 2024, the Company and lending subsidiaries of the Company issued unsecured demand promissory notes to certain directors and officers of the Company for aggregate gross proceeds of $1,450,000 to fund their loan book (the '2024 Related Party Notes'). The 2024 Related Party Notes represent less than 1.0% of the total consolidated indebtedness of the Company. The 2024 Related Party Notes are payable within 180 days of demand and yield an interest rate between 8% to 12% per annum. During the six months June 30, 2025, lending subsidiaries of the Company issued additional unsecured demand promissory notes to a certain director of the Company for aggregate gross proceeds of $350,000 for additional funding to their loan book (the '2025 Related Party Notes' and together with the 2023 Related Party Notes and 2024 Related Party Notes, the 'Related Party Notes'). The 2025 Related Party Notes are payable within 180 days of demand and yield an interest rate of 8 to 12% per annum. The Related Party Notes remain subject to TSXV acceptance. Amended Pivot General Facility Pivot Financial I Limited Partnership ('Pivot LP') entered into a 2nd amended and restated credit agreement (the 'Amended Pivot General Facility') dated August 2, 2024 with Cortland Credit Lending Corporation, as lender, with the Company, 2862454 Ontario Inc., Brightpath Capital Corporation, Langhaus Financial Corporation and Langhaus Financial Partners Inc., each continuing to act as guarantors. The loan commitment under the Amended Pivot General Facility is $22.75 million and US$3.0 million. The purpose of the Amended Pivot General Facility was to extend the maturity date to April 30, 2025, which was further extended to June 30, 2025. Pivot LP is currently working towards another extension of the Amended Pivot General Facility with Cortland Credit Lending Corporation. The Amended Pivot General Facility remains subject to TSXV acceptance. At the end of March 2025, Pivot LP was in breach of the Amended Pivot General Facility by breaching a financial covenant that limits its total advances to certain borrowers to $16.5 million. On April 23, 2025, Pivot LP rectified this covenant breach after receiving a $2.5 million principal payment from a borrower subject to the financial covenant under the Amended Pivot General Facility. Incite Capital Markets Agreement On May 1, 2020, the Company engaged Incite Capital Markets Inc., an arm's length firm ('Incite') to assist with corporate awareness and investor relations, which included developing communications strategies for Montfort. Incite received a fee of $8,000 plus applicable taxes per month for fiscal years 2020, 2021 and 2022 and the monthly fee was increased to $9,000 plus applicable taxes commencing January 1, 2023. The Company terminated services with Incite effective March 1, 2024. Incite and its principals hold approximately 3.0% of the issued and outstanding common shares in the capital of the Company. The engagement of Incite to provide investor relations services to the Company remains subject to TSXV acceptance. Incite is a Vancouver-based capital markets advisory corporation. Incite provides expertise in capital markets, corporate communications, and investor and media relations. In addition to strategic insights, Incite invests in small to mid-sized technology companies. For further information, please visit Langhaus LifeCo Securitization Facility Langhaus Insurance Finance LP III ('Langhaus LP III'), though its general partner, LIF GP III Corporation, as seller, entered into a master purchase and servicing agreement (the 'LifeCo Facility') dated September 10, 2024 with a major Canadian life insurer ('LifeCo'), as purchaser and agent, whereby Langhaus LP III agreed to sell certain Payments and Related Assets (each as defined in the LifeCo Facility) (collectively, the 'LifeCo Receivables') associated with insurance-backed loans originated by Langhaus Financial Corporation. To secure the payment of the LifeCo Receivables, Langhaus Financial Corporation, parent to Langhaus LP III and a subsidiary of the Company, pledged all accounts of Langhaus LP III, including records therefor and proceeds thereof, to the LifeCo. The LifeCo Facility has a purchase limit of $25,000,000 and includes a securitization factor of 92%. Langhaus MOU with Canadian Life Insurer In January 2025, Langhaus signed a memorandum of understanding ('MOU') with a major Canadian life insurance company to achieve certain business volume targets over a five-year period that commenced December 31, 2024. If volume targets have not been achieved by the end of the five-year period, Langhaus could be liable for a payment to the life insurance company of up to $2.1 million. Management estimates the business volume targets are achievable in the normal course of operations and the probability of a payment being required at the end of the five-year period is very low. As a result, no contingent liability is expected to be recorded in relation to this MOU. On Behalf of the Board of Directors: Ken Thomson, Director & Chief Executive OfficerMontfort Capital Corp. Web: About Montfort Capital Montfort is a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers. We employ focused strategies, experienced management teams and advanced technology to drive risk-adjusted investment returns. For further information, please visit 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 news release. FORWARD-LOOKING INFORMATION This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking information') within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words 'believes,' 'may,' 'plans,' 'will,' 'anticipates,' 'intends,' 'could', 'estimates', 'expects', 'forecasts', 'projects' and similar expressions, and the negative of such expressions. Forward-looking information in this news release may include statements about the time of the reinstatement of trading of the Company's securities on the TSXV and the extension to the Amended Pivot General Facility. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated that could affect the reinstatement of trading of the Company's securities on the TSXV and the ability for Pivot LP to extend the maturity date of the Amended Pivot General Facility. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Cision Canada
18-07-2025
- Business
- Cision Canada
Montfort Capital Announces Reinstatement of Trading on TSXV
TORONTO, July 18, 2025 /CNW/ - Montfort Capital Corp. (TSXV: MONT) (" Montfort" or the " Company") is pleased to announce that the TSX Venture Exchange (the " TSXV" or the " Exchange") has accepted its application for reinstatement of trading of the Company's common shares on the TSXV. This follows the successful resolution of the Failure-to-File Cease Trade Orders (collectively, the " FFCTO") issued by the Ontario Securities Commission (the " OSC") on May 7, 2025 and June 5, 2025, and revoked on May 28, 2025 and June 12, 2025, respectively. The Company expects its common shares to be reinstated for trading shortly. The FFCTO was issued as a result of the delay in the filing of the Company's annual audited financial statements for the year ended December 31, 2024 (the " Late Annual Financial Statements"). The delay in filing the annual financial statements had a cascading effect which caused the Company to also be late in filing its interim financial statements for the three-month period ended March 31, 2025 (the " Late Interim Financial Statements" and together with the Late Annual Financial Statements, the " Late Financial Statements"). The Company filed the Late Annual Financial Statements on May 27, 2025 and filed the Late Interim Financial Statements on June 11, 2025, whereby the OSC automatically revoked the FFCTO. Upon the revocation of the FFCTO, the Company applied to the TSXV to have its Common Shares and Series A Class A Preferred Shares reinstated for trading. The Company acknowledges and appreciates the patience of its shareholders and stakeholders during this process and reaffirms its commitment to adhering to high standards of compliance and corporate governance. In addition to the announcement regarding the reinstatement of trading on the TSXV, the Company is providing an update on a number of matters, including the following: Related Party Loans Disclosure During the financial year ended December 31, 2023, lending subsidiaries of the Company issued unsecured demand promissory notes to Godsoe Financial Capital Corporation, an entity controlled by Michael Godsoe, former director and officer of Langhaus Financial Corporation, for aggregate gross proceeds of $1,175,000 to fund their lending activities (the " 2023 Related Party Notes"). The 2023 Related Party Notes are due in September 30, 2025 and yield an interest rate of TD Prime Rate plus 125 basis points per annum. During the financial year ended December 31, 2024, the Company and lending subsidiaries of the Company issued unsecured demand promissory notes to certain directors and officers of the Company for aggregate gross proceeds of $1,450,000 to fund their loan book (the " 2024 Related Party Notes"). The 2024 Related Party Notes represent less than 1.0% of the total consolidated indebtedness of the Company. The 2024 Related Party Notes are payable within 180 days of demand and yield an interest rate between 8% to 12% per annum. During the six months June 30, 2025, lending subsidiaries of the Company issued additional unsecured demand promissory notes to a certain director of the Company for aggregate gross proceeds of $350,000 for additional funding to their loan book (the " 2025 Related Party Notes" and together with the 2023 Related Party Notes and 2024 Related Party Notes, the " Related Party Notes"). The 2025 Related Party Notes are payable within 180 days of demand and yield an interest rate of 8 to 12% per annum. The Related Party Notes remain subject to TSXV acceptance. Amended Pivot General Facility Pivot Financial I Limited Partnership (" Pivot LP") entered into a 2 nd amended and restated credit agreement (the " Amended Pivot General Facility") dated August 2, 2024 with Cortland Credit Lending Corporation, as lender, with the Company, 2862454 Ontario Inc., Brightpath Capital Corporation, Langhaus Financial Corporation and Langhaus Financial Partners Inc., each continuing to act as guarantors. The loan commitment under the Amended Pivot General Facility is $22.75 million and US$3.0 million. The purpose of the Amended Pivot General Facility was to extend the maturity date to April 30, 2025, which was further extended to June 30, 2025. Pivot LP is currently working towards another extension of the Amended Pivot General Facility with Cortland Credit Lending Corporation. The Amended Pivot General Facility remains subject to TSXV acceptance. At the end of March 2025, Pivot LP was in breach of the Amended Pivot General Facility by breaching a financial covenant that limits its total advances to certain borrowers to $16.5 million. On April 23, 2025, Pivot LP rectified this covenant breach after receiving a $2.5 million principal payment from a borrower subject to the financial covenant under the Amended Pivot General Facility. Incite Capital Markets Agreement On May 1, 2020, the Company engaged Incite Capital Markets Inc., an arm's length firm (" Incite") to assist with corporate awareness and investor relations, which included developing communications strategies for Montfort. Incite received a fee of $8,000 plus applicable taxes per month for fiscal years 2020, 2021 and 2022 and the monthly fee was increased to $9,000 plus applicable taxes commencing January 1, 2023. The Company terminated services with Incite effective March 1, 2024. Incite and its principals hold approximately 3.0% of the issued and outstanding common shares in the capital of the Company. The engagement of Incite to provide investor relations services to the Company remains subject to TSXV acceptance. Incite is a Vancouver-based capital markets advisory corporation. Incite provides expertise in capital markets, corporate communications, and investor and media relations. In addition to strategic insights, Incite invests in small to mid-sized technology companies. For further information, please visit Langhaus LifeCo Securitization Facility Langhaus Insurance Finance LP III (" Langhaus LP III"), though its general partner, LIF GP III Corporation, as seller, entered into a master purchase and servicing agreement (the " LifeCo Facility") dated September 10, 2024 with a major Canadian life insurer (" LifeCo"), as purchaser and agent, whereby Langhaus LP III agreed to sell certain Payments and Related Assets (each as defined in the LifeCo Facility) (collectively, the " LifeCo Receivables") associated with insurance-backed loans originated by Langhaus Financial Corporation. To secure the payment of the LifeCo Receivables, Langhaus Financial Corporation, parent to Langhaus LP III and a subsidiary of the Company, pledged all accounts of Langhaus LP III, including records therefor and proceeds thereof, to the LifeCo. The LifeCo Facility has a purchase limit of $25,000,000 and includes a securitization factor of 92%. Langhaus MOU with Canadian Life Insurer In January 2025, Langhaus signed a memorandum of understanding (" MOU") with a major Canadian life insurance company to achieve certain business volume targets over a five-year period that commenced December 31, 2024. If volume targets have not been achieved by the end of the five-year period, Langhaus could be liable for a payment to the life insurance company of up to $2.1 million. Management estimates the business volume targets are achievable in the normal course of operations and the probability of a payment being required at the end of the five-year period is very low. As a result, no contingent liability is expected to be recorded in relation to this MOU. On Behalf of the Board of Directors: Ken Thomson, Director & Chief Executive Officer Montfort Capital Corp. Web: About Montfort Capital Montfort is a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers. We employ focused strategies, experienced management teams and advanced technology to drive risk-adjusted investment returns. For further information, please visit 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 news release. FORWARD-LOOKING INFORMATION This news release contains "forward-looking information" and "forward-looking statements" (collectively, " forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release may include statements about the time of the reinstatement of trading of the Company's securities on the TSXV and the extension to the Amended Pivot General Facility. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated that could affect the reinstatement of trading of the Company's securities on the TSXV and the ability for Pivot LP to extend the maturity date of the Amended Pivot General Facility. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. SOURCE Montfort Capital Corp.
Cision Canada
30-06-2025
- Business
- Cision Canada
Frontenac Mortgage Investment Corporation Announces Failure-To-File Cease Trade Order, Provides Update on Outstanding Filings, Pro Rata Redemption Plan, and Annual Meeting
OTTAWA, ON, June 30, 2025 /CNW/ - Frontenac Mortgage Investment Corporation (" FMIC" or the " Company") announces that further to its press releases of May 12, 2025 and June 19, 2025, the Company continues to work diligently with MNP LLP (" MNP"), its external auditors, to complete the audit of the Company's annual financial statements for the year ended December 31, 2024. MNP has confirmed to the Company and the Ontario Securities Commission (the " OSC") that they expect to complete their work to permit the Company to file the financial statements, management's discussion and analysis, and related chief executive officer and chief financial officer certificates (the " Annual Filings") by July 29, 2025, and not July 18, 2025, as previously advised by MNP. There has been no change to the Company's expectation to file its outstanding unaudited interim financial statements for the three months ended March 31, 2025, management's discussion and analysis, and related chief executive officer and chief financial officer certificates (the " Interim Filings") concurrently with or as soon as practicable after its Annual Filings. Given the further delay in filing, the OSC has advised the Company that it will revoke the management cease-trade order previously issued to the Company and issue a failure-to-file cease trade order (" FFCTO") under Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders in Multiple Jurisdictions against the Company, effective July 3, 2025. The Company expects that the FFCTO will remain in effect until the Annual Filings and Interim Filings are filed. If and when issued, the FFCTO will prohibit all trading in common shares of the Company. Provided that the Annual Filings and Interim Filings are made within 90 days of the date of the FFCTO, such filings would constitute an application to revoke the FFCTO. As a result of the delay in finalizing the Company's financial statements, the Company has delayed the redemption of common shares and related distribution that was anticipated to be completed in Q2 2025 pursuant to the Pro Rata Redemption Plan outlined in the Company's management information circular dated October 31, 2024. The Company expects to complete the redemption planned that was anticipated for Q2 2025 as soon as reasonably practicable after the filing of the Annual Filings and Interim Filings and the revocation of the FFCTO by the OSC. The Company remains committed to carrying out its Pro Rata Redemption Plan in a manner that is transparent, responsible, and aligned with the best interests of its shareholders. FMIC also announces that its annual meeting of shareholders will be held on August 28, 2025 (the " Meeting"). Shareholders of record on July 18, 2025, will be entitled to receive formal notice of and vote at the Meeting. Proxy materials in respect of the Meeting will be sent to shareholders in due course. Additional information about the Company is available under FMIC's profile on SEDAR+ at Forward-Looking Statements This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as " forward-looking statements") within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements in respect of the time by which MNP expects to complete its audit of the Company's annual financial statements for the year ended December 31, 2024; timing of the filing of the Annual Filings and Interim Filings, and the issuance and revocation of the FFCTO by the OSC; the redemption of outstanding common shares pursuant to the Pro Rata Redemption Plan, and the anticipated timing of future redemptions; the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond FMIC's ability to predict or control, which may cause actual events, results, performance, or achievements of FMIC to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although FMIC believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, FMIC assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise.
Yahoo
24-06-2025
- Business
- Yahoo
LevelJump Announces Revocation of Cease Trade Order; Seeking Reinstatement of Trading On TSX Venture Exchange
Toronto, Ontario--(Newsfile Corp. - June 24, 2025) - LevelJump Healthcare Corp. - (TSXV: JUMP) ("LevelJump" or the "Company") is pleased to announce that, further to its news release of June 23, 2025, the Ontario Securities Commission (the "OSC") has revoked a Failure-to-File Cease Trade Order (the "FFCTO") that had been originally issued by the OSC against the Company on May 7, 2025. The Company is now current on its continuous disclosure obligations under securities legislation. As also previously announced, the Company is in the process of applying to the TSX Venture Exchange for reinstatement of trading in its common shares. A news release will be issued prior to the resumption of trading. About LevelJump Healthcare LevelJump Healthcare Corp., (TSXV: JUMP) provides telehealth solutions to client hospitals and imaging centers through its Teleradiology division, as well as in person radiology services through its Diagnostic Centres. JUMP focuses primarily on critical care for urgent and emergency patients, establishing integral relationships in the communities we serve. ON BEHALF OF THE BOARD OF DIRECTORS OFLEVELJUMP HEALTHCARE CORP. Mitchell GeislerChief Executive Officerinfo@ CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Company's business plans and the outlook of the Company's industry. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Canadian Teleradiology Services, Inc., their securities, or their respective financial or operating results (as applicable). Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The securities being offered have not been, and will not be, registered under the United States 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 an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction. To view the source version of this press release, please visit
Business Upturn
13-06-2025
- Business
- Business Upturn
FOBI AI Inc. Announces Closing of the Sale of German Subsidiary
Vancouver, BC, June 12, 2025 (GLOBE NEWSWIRE) — FOBI AI Inc. (FOBI:TSXV) (FOBIF:OTCQB) ('Fobi' or the 'Company') announces that further to its news release dated May 28, 2025, it has closed the sale (the 'Transaction') of all of its shares in Fobi AI Germany GmbH (the 'Acquired Company'), its wholly owned German subsidiary, to an arm's length third party purchaser (the 'Purchaser') pursuant to the terms of share purchase agreement dated May 28, 2025 (the 'Agreement'). Pursuant to the Agreement, the Purchaser paid to FOBI an aggregate of EUR 1,540,000.00 consisting of a cash purchase price in the amount of EUR 1,400,000.00 (the 'Purchase Price') and an additional purchase price in the amount of EUR 140,000.00, which was paid by the Purchaser to the Acquired Company on behalf of FOBI after assumption by the Purchaser of FOBI's obligations to pay such amount per the License (as defined below). Pursuant to the Agreement, the Acquired Company granted FOBI a license (the 'License') to use the 'Passcreator Software' for the payment of an aggregate price of EUR 140,000. Such payment obligation was assumed by the Purchaser pursuant to the Agreement. The License is non-exclusive, worldwide, irrevocable and sublicensable. The term of the License is 48 months after closing of the Transaction, without the right to terminate during these 48 months. No finders fee was paid pursuant to the Agreement. The Company is currently subject to an ongoing failure-to-file cease trade order ordered by the British Columbia Securities Commission on November 1, 2024 (the 'FFCTO'). The FFCTO is applicable to the securities of the Company. The Transaction involves a sale of the securities of the Acquired Company, being a private German limited liability company not publicly listed on any stock exchange. About Fobi Founded in 2017 in Vancouver, Canada, Fobi is a leading AI and data intelligence company that provides businesses with real-time applications to digitally transform and future-proof their organizations. Fobi enables businesses to action, leverage, and monetize their customer data by powering personalized and data-driven customer experiences, and drives digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale. Fobi works with some of the largest global organizations across retail & CPG, insurance, sports & entertainment, casino gaming, and more. Fobi is a recognized technology and data intelligence leader across North America and Europe, and is the largest data aggregator in Canada's hospitality & tourism industry. For more information, please contact: Fobi AI Inc. Fobi Website: Rob Anson, CEO Facebook: @ Fobiinc T : +1 877-754-5336 Ext. 3 Twitter: @ Fobi_inc E: [email protected] LinkedIn: @ Fobiinc Forward Looking Statements/Information: This news release contains certain statements which constitute forward-looking statements or information, including statements regarding the terms of the Transaction, the timing of the closing of the Transaction, and other statements characterized by words such as 'anticipates,' 'may,' 'can,' 'plans,' 'believes,' 'estimates,' 'expects,' 'projects,' 'targets,' 'intends,' 'likely,' 'will,' 'should,' 'to be', 'potential' and other similar words, or statements that certain events or conditions 'may', 'should' or 'will' occur . Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including, without limitation, market competition, the impact of general economic and industry conditions, competition, stock market volatility, BCSC and Exchange approval conditions, and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes to volatile exchange rates, market conditions, market competition and other economic and market factors. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, and results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that the Company will be able to achieve all or any of its proposed objectives. 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. Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash
