Mr. Bentsur Joseph reports

SHELFIE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE MAJORITY INTEREST IN ISRAELI BASED ASPECT INFORMATION SYSTEMS LTD.

Shelfie-Tech Ltd. has entered into a definitive share purchase agreement with Aspect Information Systems Ltd., an Israeli-based company specializing in data analytics and the sole shareholder of Aspect, pursuant to which Shelfie will acquire a majority interest in Aspect. The execution of the agreement reflects the next step in advancing Shelfie's strategic growth agenda.

Aspect operates in the business intelligence and data analytic space, providing data-driven solutions for the retail sector based on its propriety artificial intelligence machine learning technology. Aspect has developed capabilities in gathering and analyzing retail data and generating actionable insights. Aspect shares Shelfie's product philosophy and commitment to innovation in the rapidly growing shelf inventory management technological solutions for the retail industry category.

The transaction significantly advances Shelfie's stated strategy. Aspect will enhance Shelfie's existing intellectual property portfolio, which should result in providing retail users with access to a wider array of synergistic product lines.

Share purchase agreement

Pursuant to the agreement, Shelfie will initially acquire an up-to-70-per-cent equity stake in Aspect as follows (all amounts herein are in U.S. dollars):

1. On closing, a cash payment of $1,327,140 to the Aspect shareholder in consideration for 50 per cent of the issued and outstanding securities of Aspect;
2. On closing, an investment into Aspect, in the amount of $500,000, in return for that amount of securities as will increase Shelfie's ownership by an additional 10 per cent of the securities (to an aggregate of 60 per cent); and
3. Prior to June 30, 2026, an investment into Aspect, in the amount of $500,000, in return for that amount of securities as will increase Shelfie's ownership by an additional 10 per cent of the securities (to an aggregate of 70 per cent).

Additionally, the agreement provides Shelfie with an option to acquire an additional 15 per cent of the securities held by the Aspect shareholder in consideration of $1-million. The call option expires on Dec. 31, 2030.

Furthermore, the agreement provides the Aspect shareholder with the option to sell all its remaining securities (if the call option has been exercised such amount will represent 15 per cent of the securities and 30 per cent of the securities if the call option has not been exercised). The consideration payable by Shelfie if the Aspect shareholder has exercised the put option shall be satisfied by the issuance of common shares in the capital of Shelfie to the Aspect shareholder pursuant to an agreed to formula. Such formula provides that the maximum number of shares potentially issuable to the Aspect shareholder shall not exceed 9 per cent of the shares at the time the put option is exercised. The put option expires on the expiry date.

The agreement sets out certain terms and conditions pursuant to which the transaction will be completed. The transaction remains subject to certain closing conditions, including, without limitation: (a) the entering into of an employment agreement with a certain key executive of Aspect; (b) the receipt of all required regulatory approvals, including that of the Canadian Securities Exchange; (c) each party's representations and warranties in the agreement being true and correct in all respects as of the date of closing; and (d) each party completing its covenants and obligations as contained in the agreement. There can be no guarantees that the transaction will be completed as contemplated or at all. The transaction is expected to close in early June, 2026.

All shares issued pursuant to the transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 (Prospectus Exemptions) and are subject to an applicable statutory hold period of four months and one day from the date of issuance. Aspect and the Aspect shareholder are arm's-length parties to the company. No finders' fees shall be payable in connection with the transaction.

The transaction qualifies as a significant acquisition pursuant to Part 8 of Canadian Securities Administrators' National Instrument 51-102 (Continuous Disclosure Obligations).

We seek Safe Harbor.