TORONTO, ON / ACCESS Newswire / October 29, 2026 / Shelfie-Tech Ltd. (CSE:SHLF)(OTCQB:SHLFF) ("Shelfie" or the "Company") announces amendments to its previously announced acquisition (See Press Release Dated May 4, 2026) of a majority interest in Aspect Information Systems Ltd. ("Aspect") from its sole shareholder ("Aspect Shareholder"). Following closing, on the amended terms ("Acquisition"), expected to occur on or about November 4, 2026, Shelfie will hold 70% of Aspect's share capital on a fully diluted basis.

Under the amended terms, the total consideration payable to the Aspect Shareholder will consist of US$1,582,140 ("Total Shareholder Consideration"), of which US$1,232,140 will be satisfied by way of a cash payment and the remaining balance of US$ 350,000 will be satisfied through the issuance of 269,231 common shares in the capital of Shelfie ("Shares") with an agreed aggregate value of US$350,000 (CDN$410,769), representing a per Share value of CDN$1.78 The Shares will be subject to a statutory hold period of four months and one day.

In addition to payment of the Total Shareholder Consideration, Shelfie will provide Aspect with a convertible loan in an amount of US$595,000 ("Loan") in lieu of its previously negotiated US$850,000 equity investment commitment. The obligation to advance the Loan supersedes and replaces Shelfie's previously negotiated investment commitment of US$850,000, without any obligation to fund the difference. It is expected that US$170,000 of the Loan will be advanced at closing, with the remaining US$425,000 of the Loan to be advanced by January 31, 2027. The Loan bears interest at the minimum rate required by applicable Israeli law and matures on the earlier of January 1, 2031 and the date the Aspect Shareholder ceases to hold Aspect shares. At maturity, Shelfie may elect repayment or conversion into Aspect shares based on a US$3,324,471.30 pre-money fully diluted valuation, or agree an extension with Aspect. In the absence of a maturity notice or an agreed extension, the loan automatically converts.

In connection with the Acquisition, Shelfie has agreed to pay a cash finder's fee to Rafael Yam equal to the lesser of 50% of his total fee and NIS 100,000. Shelfie also agreed to fund US$60,000 of Aspect and the Aspect Shareholder's transaction-related legal fees. Except as provided herein, the other material terms of the Acquisition a remain unchanged.

Aspect and the Aspect Shareholder are arm's length parties to the Company (See Press Release Dated May 4, 2026).

The Transaction qualifies as a "significant acquisition" pursuant to Part 8 of Canadian Securities Administrators "National Instrument 51-102 Continuous Disclosure Obligations".

About Aspect

Aspect operates in the Business Intelligence and data analytics space, providing data-driven solutions for the retail sector based on its propriety AI 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.

About Shelfie-Tech

ShelfieTech is an AI-driven retail intelligence company transforming data into actionable insights and measurable business results. By combining advanced BI, predictive analytics, and AI-powered execution, ShelfieTech empowers retailers to optimize operations, improve decision-making, and drive profitability.

For more information please visit our website: https://shelfietech.com/

Contacts

John Gildea
+353868238177
johngildea@icloud.com

The securities issued pursuant to the Transaction have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Disclaimers

The Canadian Securities Exchange has in no way passed upon the merits of the Company and has neither approved nor disapproved the contents of this press release. Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release contains "forward-looking statements" within the meaning of the securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. In addition, we cannot assure that any patent will be issued as a result of a pending patent application or, if issued, whether it will be issued in a form that will be advantageous to us. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time at sedarplus.ca. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect on actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. The Company is not responsible for the contents of third-party websites.

SOURCE: ShelfieTech