Mr. Kaleeg Hainsworth reports

LEGIBLE ANNOUNCES CONVERTIBLE DEBENTURE OFFERING

Legible Inc. has arranged an offering of convertible debenture units at nine cents per unit for gross proceeds of up to $1.17-million by way of a non-brokered private placement pursuant to exemptions from applicable Canadian securities laws. The company intends to use the proceeds from the offering for further investment in the development of its products, services and marketing that will lead to anticipated noteworthy revenues and for general working capital purposes.

Each debenture unit consists of: (i) a 14 per cent unsecured convertible debenture of the company in the principal amount of $9,000; and (ii) 100,000 common share purchase warrants. The debentures mature on the date that is two years following the closing and are convertible at the holder's option into common shares of the company at a conversion price of nine cents per common share.

The debentures bear simple interest at a rate of 14 per cent per annum, payable quarterly in arrears. Interest is payable in cash and/or common shares by way of the issuance of common shares of the corporation at the maximum allowable discount as prescribed by the applicable regulatory authority, based on the closing price of the corporation's common shares, on the date the election is made to take payment of the interest in common shares.

The holders of debentures shall be entitled to convert the principal amount (excluding accrued but unpaid interest), in whole or in part, at any time after the date that is four months and one day following the closing date, into common shares at a conversion price of nine cents per common share.

Each warrant entitles the holder to purchase one common share at a price of 10 cents for a period of two years from closing, provided that, if, at any time, after the date that is four months and one day following the closing, the volume-weighted average trading price of the common shares on the Canadian Securities Exchange is at least 40 cents per share for a period of 10 consecutive trading days, the expiry date of the warrants may be accelerated by the company to a date that is not fewer than 21 days after the date that notice of such acceleration is provided to the warrantholders, which notice may be by way of general press release.

The company reserves the right to increase the maximum aggregate gross proceeds under the offering to an amount greater than $1.17-million. A finder's fee of up to 8 per cent of the gross proceeds of the private placement may be paid in cash on all or any portion of the private placement. Additionally, finders' warrants may be issued in an amount up to 8 per cent of the number of debenture units sold under the private placement. Each finder's warrant may be exercised to acquire one common share at a price of 10 cents per share for a period of two years from the closing, provided that, if, at any time, after the date that is four months and one day following the closing, the volume-weighted average trading price of the common shares on the CSE is at least 40 cents per share for a period of 10 consecutive trading days, the expiry date of the finders' warrants may be accelerated by the company to a date that is not fewer than 21 days after the date that notice of such acceleration is provided to holders of the finders' warrants, which notice may be by way of general press release.

Kaleeg Hainsworth, Legible's chief executive officer, said: "This convertible debenture offering is a strategic move designed to fuel Legible's growth and strengthen our financial position. The funds from this offering will enable us to accelerate our current initiatives and advance our long-term strategic objectives."

Legible further announces that the equity private placement offering announced by way of a press release dated Jan. 24, 2024, has been cancelled.

About Legible Inc.

Legible is a groundbreaking, mobile-centric global company specializing in e-books and audiobook entertainment, boasting a market opportunity exceeding billions of dollars. Legible's extensive partnerships encompass four of the big-five publishers, the world's largest e-book distributor, and a wide range of outstanding and innovative publishers of all sizes, enabling it to seamlessly deliver millions of multilingual e-books and audiobooks, effectively transforming any smart device into a dynamic library and e-bookstore. Legible's publishing division is revolutionizing the industry by crafting proprietary artificial-intelligence- and multimedia-enriched books, setting new standards in literary engagement, and has created the world's first LibrarianAI to offer personalized book recommendations.

Legible is at the forefront of reshaping the digital publishing landscape, committed to gaining a significant market share by providing innovative 21st century publishing solutions and enriching global reading experiences.

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