GNFI Genifi Inc

TORONTO, April 22, 2024 /CNW/ - Genifi inc. (TSXV: GNFI) ("genifi" or the "Company") announced today that the Company has entered into an amended and restated agreement (the "Agreement") with Tom Beckerman in connection with the previously disclosed (see press release dated February 23, 2024) proposal to privatize the Company by way of share consolidation and purchase (the "Transaction"). Pursuant to the Agreement, the Company continues to propose to complete a share consolidation and then compulsorily purchase of all common shares, other than the common shares held by Mr. Beckerman, but the cash consideration has increased from $0.01 per pre-consolidation share to $0.0115 per pre-consolidation common share. The increase to the proposed consideration resulted from updated information resulting from the preparation of the Company's audited annual financial statements for year ended December 31, 2023 as well as updated information provided since the date of the original privatization agreement. Upon completion of the Transaction, Mr. Beckerman is expected to be the sole shareholder of the Company, which will then be delisted from the Exchange.

Mr. Beckerman, the current President and CEO of the Company as well as a director of the Company currently owns 78,774,781  common shares representing approximately 54.6% of the Company's outstanding common shares. The Company has 144,287,403 common shares issued and outstanding as at April 22, 2024, of which 65,512,622 common shares representing approximately 45.4% of the Company's outstanding common shares are not owned by Mr. Beckerman.

The Transaction will be effected by way of a 78,000,000-to-1 share consolidation of all of the outstanding common shares of the Company. Following the share consolidation, the Company will purchase for cancellation all of the common shares held by shareholders who hold less than

one whole post-consolidation share.   Shareholders holding fractional shares, including shareholders holding fractional shares through CDS & Co. or other nominees, following the consolidation will be entitled to receive a cash payment of $0.0115 for each formerly held pre-consolidation common share upon purchase by the Company of the fractional post-consolidated common shares, such payment to be made without interest upon delivery of certificates representing their shares, a duly completed letter of transmittal and such other documents as the Company or its depositary may reasonably require. The consideration payable to shareholders upon completion of the Transaction will be from the Company's cash on hand. On completion of the Transaction, all fractional common shares will be cancelled and the minority shareholders will not be entitled to any rights as shareholders of the Company other than the right to receive the cash consideration. As a result, only Beckerman will remain as a shareholder of the Company.

Prior to completing the Transaction, the Company will seek the approvals of shareholders and the majority of the minority for the share consolidation to facilitate the Transaction. At the annual and special meeting of shareholders to be held on May 24, 2024, shareholders will be asked to approve, among other things, a special resolution authorizing the consolidation of the outstanding common shares of the Company on the basis of one post-consolidation common share for every 78,000,000 pre-consolidation common shares and purchase without prior notice of all fractional post-consolidation common shares. The special resolution must be passed by at least two-thirds of the votes cast by shareholders present in person or represented by proxy at the shareholders' meeting as well as by at least a majority of the votes cast by minority shareholders present in person or represented by proxy at the shareholders' meeting, such minority shareholders will not include Mr. Beckerman. Shareholders will have the right to dissent provided for in section 190 of the Canada Business Corporations Act and such right of dissent will be described in the information circular.

A special committee of independent directors (the "Special Committee"), comprised of Mr. Bill Maurin (Chair) and Mr. Stephen Moore, was established to consider and make recommendations regarding the Transaction. The Special Committee engaged Evans & Evans, Inc. as its independent advisor to prepare a fairness opinion with respect to the Transaction. Based on the valuation work and subject to the conditions, assumptions and qualifications set forth in the fairness opinion, Evans & Evans is of the opinion that, as at the fairness date of April 22, 2024, the consideration payable under the Transaction is fair, from a financial point of view, to the minority shareholders.

Based on the fairness opinion and the qualitative considerations and the recommendation of the Special Committee, the Board (with Mr. Beckerman abstaining from voting) approved placing the Transaction before the shareholders to allow shareholders to determine whether to approve the Transaction or not, and the Board recommends approving the Transaction. A copy of the fairness opinion, the factors considered by the Special Committee and the Board, and other relevant background information will be included in the information circular that will be sent to shareholders in connection with the meeting and will be posted on SEDAR+ at www.sedarplus.ca.

The Company's board of directors cautions shareholders and others considering trading in the common shares of the Company that the completion of the Transaction remains subject to a number of conditions including, but not limited to, receipt of all regulatory and shareholder approvals. The completion of the Transaction is subject to the satisfaction of certain other closing

conditions customary in a transaction of this nature. If and when these conditions are satisfied, it

is expected that the completion of the Transaction will be completed following the shareholders' meeting. If the Transaction is completed, the common shares of the Company will be delisted from the Exchange and the Company will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is a reporting issuer.

Genifi (formerly Prodigy Ventures) delivers Fintech innovation, with its cutting-edge platforms: IDVerifact for digital identity verification, and tunl.chat for generative AI chat. Genifi has been recognized as one of Canada's fastest-growing companies and is committed to driving innovation in the Fintech industry.

Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Forward looking information includes without limitation, statements regarding the completion of the going private transaction. Although genifi believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the privatization using the proposed method, the Company is able to obtain the necessary regulatory and shareholder approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in genifi's Management's Discussion and Analysis for the period ended December 31, 2023, a copy of which is filed on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, genifi does not intend, or assume any obligation, to update these forward-looking statements.

Neither 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.

SOURCE genifi inc.