MOS Mobi724 Global Solutions Inc

/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, Dec. 12, 2022 /CNW/ - Mobi724 Global Solutions Inc. ("Mobi724" or the "Company") (TSXV: MOS), a fintech enabler of real-time, AI-powered payment card-linked solutions, announces that it has entered into shares for debt agreements and intends to seek approval from the TSX Venture Exchange (the "TSXV") to convert an aggregate of $633,915.00, $570,915.00 of which is owed to related parties. The Debt is comprised of the principal and interest related to a loan in the amount of $218,540.00, unpaid salary owed to an executive officer since January 2017 amounting to $300,000, fees payable to board members equal to $52,375.00 and other consulting fees $63,000.00 (collectively referred to as the "Debt"). The Debt will be converted by the issuance of 25,356,200 common shares ("Common Shares") at a price of $0.025 in accordance with the Minimum Price Exception stipulated in TSXV.  

The shares for debt transactions are considered to be a "related party transaction" under Multilateral Instrument 61-101 which transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as neither the fair market value of the transaction, nor the consideration received from, interested parties exceeded 25% of the Company's market capitalization.

The Company also announces that it authorized and is currently seeking to close a non-brokered private placement financing of Common Shares ("Unit Offering") and an unsecured convertible debenture (the "Debenture Offering") (collectively the "Offering") for aggregate proceeds of up to $1,500,000. The Offering consists of the following two components:

The Unit Offering consists of the sale of a maximum of 30,000,000 units (each, a "Unit") of the Company at a price of $0.025 per Unit. Each Unit is comprised of one Common Share of the Company and one Common Share purchase warrant of the Company (a "Warrant"). Each whole Warrant entitles the holder hereof to purchase one Common Share (each a "Warrant Share") for a period of 5 years after the closing date at a price of $0.05 per Warrant Share.

The Debenture Offering consists of an unsecured convertible debenture of a maximum amount of $750,000, which matures 24 months from its issuance, bears interest at a rate of 15% per annum with capital and interest payable on the maturity date and is convertible at a price of $0.10 per Share.

The Offering is being sold pursuant to exemptions from prospectus requirements. The proceeds from the sale of Units will be added to working capital in furtherance of the Company's business. The securities issued pursuant to the Offering shall be subject to a statutory hold period of four months and one day and completion of the Offering remains conditional to the final approval of the TSX Venture Exchange ("TSXV").

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Mobi724 Global Solutions Inc. (TSXV: MOS) is a fintech company that enables banks and merchants to offer their customers real-time payment card-linked incentives in a white-label format. Mobi724's objective is to add a layer of AI-driven actionable intelligence to every payment transaction, creating engaging consumer experiences & generating incremental commercial opportunities to its clients.

Mobi724 cautions investors that any forward-looking statements or projections made by Mobi724 are subject to risks and uncertainties, that may cause actual results to differ materially from those projected. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved", the negative of these terms and similar terminology although not all forward-looking statement contains these terms and phrases. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in the Company's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR at www.sedar.com, as well as all assumptions regarding the foregoing. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS NEWS RELEASE DOES NOT CONSTITUTE A SOLICITATION TO BUY OR SELL ANY SECURITIES IN THE UNITED STATES AND IS NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

SOURCE Mobi724 Global Solutions Inc.