POSaBIT Announces Non-Brokered Unit Offering to Fund Convertible Unsecured Note Maturity

POSaBIT Systems Corporation (CSE: PBIT, OTC: POSAF) (the "Company" or "POSaBIT"), a leading provider of payments infrastructure in the cannabis industry, is pleased to announce that it intends to complete a non-brokered private placement of up to 3,107,142 units of the Company (the "Units"), at a price of $0.28 per Unit, for aggregate gross proceeds of up to approximately CAD$870,000 or USD$650,000 (the "Offering") to fund the repayment of certain convertible promissory notes at maturity. The Units have been priced at the closing price of the Company’s common shares (“Common Shares”) on the Canadian Securities Exchange on December 20, 2023.

In connection with the Offering, each Unit will be comprised of one (1) Common Share and 0.88 Common Share purchase warrants (each whole warrant, a "Warrant"). Each Warrant will be exercisable into one Common Share in the capital of the Company (each, a "Warrant Share") at a price of CAD$0.40 per Warrant Share for a period of 60 months.

On November 13, 2020, the Company announced the close of USD$1,040,000 principal amount of 12% convertible unsecured notes due December 31, 2023 (the “2020 Notes”), convertible into Common Shares at a conversion price of CAD$0.12 per Common Share. As of the conversion deadline, USD$565,000 principal amount of 2020 Notes did not convert and such notes will be repaid at maturity.

In connection with the Offering, Perga Capital Partners LP ("Perga") has entered into a subscription agreement with the Company, pursuant to which Perga has committed to purchase 2,857,929 Units under the Offering, for aggregate gross proceeds of approximately CAD$800,220. Perga has also entered into a warrant cancellation agreement with the Company, pursuant to which Perga has agreed to cancel 3,850,000 Common Share purchase warrants previously issued to Perga.

Pursuant to the Offering, the Company intends to issue approximately 3.1 million Common Shares and approximately 2.7 million Warrants, which will be partially offset by the cancellation of 3.85 million warrants previously issued to Perga. This compares to the potential issuance of approximately 6.3 million Common Shares if the 2020 Notes were converted under their original terms.

The Offering is expected to close on or about December 29, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals. The Common Shares issued in connection with the Offering are expected to be subject to a four-month statutory hold period, in accordance with applicable securities legislation.