Predictiv AI Announces Private Placement Financing & Proposed Shares for Debt Transaction

TORONTO, ON / ACCESSWIRE / March 19, 2024 / Predictiv AI Inc. (TSXV:PAI)(OTC PINK:INOTF)(FSE:71TA) ("Predictiv AI" or the "Company"), www.predictiv.ai, announces a non-brokered private placement of up to 12,500,000 units (the "Units") at $0.02 per Unit for gross proceeds of up to $250,000 (the "Offering"). Each Unit is comprised of one common share of Predictiv AI ("Share") and one share purchase warrant ("Warrant"). Each Warrant will entitle the holder to acquire one additional Share of the Company at an exercise price of $0.05 per Share for a period of 24 months from the date of issuance. If the volume weighted average price of the Shares on the TSXV NEX is equal to or greater than $0.10 for any 10 consecutive trading days, four months and a day after the closing of the Offering, Predictiv AI may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.

In addition, Predictiv AI has entered into debt settlement agreements (the "Debt Settlement Agreements") with certain officers, directors and consultants of the Company (the "Parties"). Predictiv AI has agreed to convert an aggregate of $500,000 in payables (the "Payables") owed to the Parties related to services rendered to the Company, into Predictiv AI common shares (the "Settlement Shares"). The Company is proposing to issue Settlement Shares in order to preserve working capital to fund operations. Predictiv AI has agreed under the terms of the Debt Settlement Agreements, to issue an aggregate of 25,000,000 Settlement Shares at a deemed issuance price of $0.02 per Settlement Share in satisfaction of the Payables owing to the Parties.

The Settlement Shares will be issued in reliance on certain prospectus exemptions available under Canadian securities legislation and will be subject to a four month and one day hold period from the date of issuance.

9,322,320 Settlement Shares are being issued to insiders of the Company (the "Insiders"). Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the settlement of the Payables will constitute a "related party transaction" as the Insiders are considered to be related parties to Predictiv AI. The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to, and the consideration received from the Insiders will not exceed 25% of the Predictiv AI's market capitalization. The settlement of the Payables has been approved by all of the directors of the Company.