Predictiv AI Announces Signing of Letter of Intent to Acquire Shift Technologies and Housestack Holdings

TORONTO, ON / ACCESSWIRE / August 8, 2024 / Predictiv AI Inc. (TSXV:PAI.H)(OTC PINK:INOTF)(FSE:71TA) ("Predictiv AI", "PAI" or the "Company"), www.predictiv.ai, announces that it has entered into a letter of intent (the "LOI") dated August 2, 2024 to acquire all issued and outstanding shares of Shift Technologies Canada Inc. ("Shift") and HouseStack Holdings Inc. ("HouseStack "), both private companies which are each 83% owned by Suman Pushparajah ("Pushparajah").

The LOI outlines the principal terms and conditions of a business combination by way of a share exchange, amalgamation, or other similar form of transaction (the "Proposed Transaction"), which will result in Shift and HouseStack becoming wholly-owned subsidiaries of Predictiv AI, or otherwise combining their corporate existence with a wholly-owned subsidiary of Predictiv AI.

Predictiv AI intends for the Proposed Transaction to constitute a Reverse-Takeover Transaction pursuant to the policies of the TSX Venture Exchange (the "TXSV"). The trading in the common shares of Predictiv AI ("PAI Shares") will remain halted pursuant to the policies of the TSXV. It is anticipated that trading will remain halted until the completion of the Proposed Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 Technology Issuer pursuant to the requirements of the TSXV. Unless otherwise indicated, any capitalized term contained in this news release that is not defined herein has the meaning ascribed to such term in the policies of the TSXV.

Proposed Transaction Summary

Predictiv AI will acquire all issued and outstanding shares in the capital of both Shift and HouseStack (the "Target Shares") in exchange for 70% of Predictiv AI's total and outstanding common shares immediately prior to the closing of the Proposed Transaction. Based on the number of PAI Shares currently issued and outstanding of 128,500,616, it is expected that the holders of Target Shares will be issued approximately 300,000,000 PAI Shares (on a pre-Consolidation basis, as discussed below).

In addition to the issuance of PAI Shares, on closing of the Proposed Transaction, Pushparajah will receive (i) a cash payment of $250,000, and (ii) a promissory note (the "Note") issued by the Resulting Issuer with a principal amount of $250,000, accruing interest at an annual rate of 6%. Pushparajah shall have the option to convert the principal amount of the Note into PAI Shares at the issue price of the PAI Shares under the equity financing (the "Financing") completed concurrent with completion of the Proposed Transaction (as described below); or receive cash repayment under the Note once the Resulting Issuer achieves positive cash flow for at least two consecutive financial years.