Mr. John Luna reports

LIGHT AI ANNOUNCES CLOSING OF C$5,000,000 SECURED CONVERTIBLE DEBENTURE UNIT FINANCING

Light AI Inc. has completed its previously announced private placement of secured convertible debenture units of the company at $1,000 per unit for aggregate gross proceeds of $5-million, pursuant to an investment agreement with MV Capital LP.

Pursuant to the investment agreement, the investor subscribed for and purchased from the company 5,000 units. Each unit comprises: (i) a 12.0 per cent secured convertible debenture of the company in the principal amount equal to $1,000, with interest compounded quarterly and payable on the earlier of the maturity date (as defined hereafter) prepayment or upon conversion, and maturing 24 months from the closing of the financing; and (ii) 8,000 common share purchase warrants, each exercisable for 36 months from the closing of the financing to purchase one common share of the company at an exercise price of 25 cents per warrant share, subject to adjustment in certain events.

Each convertible debenture allows the investor to convert the outstanding principal thereof into common shares of the company at a price of 12.5 cents per debenture share at the option of the investor at any time prior to the earlier of: (i) the maturity date; and (ii) the business day immediately preceding the date specified for prepayment of the convertible debenture, subject to acceleration in certain events. The company may elect to pay any accrued and unpaid interest in either: (i) cash; (ii) common shares of the company at the conversion price, subject to the approval of Cboe Canada Inc.; or (iii) any combination of the foregoing. The convertible debentures will be secured by a security interest over all present and after-acquired property and assets of the company.

The investor has agreed not to convert any convertible debenture or exercise any warrants if doing so would result in the investor holding greater than 19.9 per cent of the issued and outstanding common shares, without the company obtaining the requisite approval of its shareholders and the exchange.

The convertible debentures, the warrants, the conversion shares and warrant shares are subject to a statutory hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws.

The proceeds of the financing will be used for general working capital purposes, and to support ISO 13485/QMS audit completion and Health Canada registration submission.

In connection with the financing, the company and the investor have entered into an investor rights agreement, which includes the following key elements: The investor will have the right to participate in future financings of the company to maintain its pro rata percentage of common shares following the completion the financing and the investor shall have the right to nominate one member to the board of directors of the company.

The investor rights agreement shall terminate on the earlier of: (i) the closing of any takeover bid of the company, acquisition, arrangement, amalgamation, merger or other similar business combination transaction involving the company; and (ii) the later of either of the following: (a) the date the investor no longer maintains at least a 10-per-cent equity interest in the company and (b) the date on which the principal amount of the convertible debenture owed to the investor is less than $250,000.

About Light AI Inc.

Light AI is a technology company focused on developing artificial intelligence health screening and diagnostic solutions. Light AI QuickScan is a technology platform which represents the next generation of patient management: it applies AI algorithms to compatible smart device images, starting with images of Strep A and anticipated expansion with other medical conditions, to identify the disease in seconds. Its patented, app-based solution requires no swabs, lab tests or proprietary hardware of any kind as its computing platform includes the 4.5 billion smart phones that exist in the world today. Light AI is at the forefront of developing innovative screening and diagnostic solutions aimed at improving health care delivery worldwide. The company's cutting-edge AI-powered technology offers rapid, accurate and cost-effective screening and diagnostic tools designed to address critical health care challenges.

In pre-FDA (U.S. Food and Drug Administration) validation studies, Light AI's algorithm demonstrated remarkable accuracy in differentiating between viral and bacterial pharyngitis, specifically targeting Group A Streptococcus (GAS). The algorithm achieved an accuracy rate of 96.57 per cent and attained a negative predictive value of 100 per cent, indicating its high reliability in confirming the absence of Streptococcus A infection. Viral and GAS pharyngitis affects over 600 million people annually worldwide. If left untreated, GAS pharyngitis can lead to serious complications such as rheumatic heart disease (RHD), which imposes a global economic burden exceeding $1-trillion annually. Light AI's technology offers a significant advancement in the accurate and timely identification of GAS pharyngitis, potentially reducing the incidence of RHD and its associated costs. Light AI's approach to applying AI to smart device images can be expanded to other medical conditions, as well as other areas of analysis. Light AI's vision is to combine the Light AI QuickScan software platform with AI in the cloud to create a digital clinical lab that provides quick and accessible diagnosis for countless conditions that today require expensive and time-consuming imaging or lab processes.

We seek Safe Harbor.