Mr. Rob Anson reports
FOBI AI ANNOUNCES PARTIAL REVOCATION ORDER AND NON-BROKERED PRIVATE PLACEMENT
The B.C. Securities Commission has granted a partial revocation order dated Dec. 12, 2025, to the failure-to-file cease trade order issued in respect of Fobi AI Inc. on Nov. 1, 2024, to permit the company to complete a non-brokered private placement financing of up to 30 million units of the company at a price per unit of five cents for aggregate gross proceeds of up to $1.5-million. Each unit shall consist of one common share of the company and one share purchase warrant. Each warrant shall be exercisable to acquire one additional share at an exercise price of 10 cents until 36 months from the date of issuance of the warrants. The shares and warrants comprising the units, as well as the shares issuable upon exercise of the warrants, will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange and applicable securities legislation, as well as the provisions of the CTO.
The purpose of the offering is intended to raise sufficient capital to prepare and file all outstanding continuous disclosure documents, and subsequently apply for and obtain a full revocation order in respect of the CTO. The proceeds of the offering will namely be applied toward the following: (i) accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents; (ii) filing fees associated with obtaining the partial revocation order and the full revocation order; (iii) key employee salaries; (iv) operational expenses; and (v) finders' fees in respect of the offering.
The company may pay to any applicable finder a cash commission of up to 7 per cent of the gross proceeds of the offering and may issue broker warrants of up to 7 per cent of the units sold under the offering. Each broker warrant shall be exercisable to acquire one share at the offering price until 36 months from the date of issuance of the broker warrants.
The closing of the offering is expected to occur on or about Jan. 12, 2026, or such other date or dates as the company may determine, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including approval from the TSX-V.
Prior to the closing of the offering, the company will provide written notice to each subscriber that the common shares of the company will remain subject to the CTO until such time as a full revocation is granted and that the granting of the partial revocation order does not guarantee the issuance of a full revocation order in the future.
About Fobi AI
Inc.
Fobi AI is a data and artificial intelligence technology company that enables digital transformation through real-time data, mobile-wallet engagement and Web3-ready solutions. By integrating strategy, technical architecture and execution, Fobi helps clients across retail, sports, health care and regulated industries translate digital initiatives into measurable business results.
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