08:11:52 EDT Wed 08 Apr 2026
Enter Symbol
or Name
USA
CA



Superbuzz Inc (2)
Symbol SPZ
Shares Issued 25,499,593
Close 2026-04-07 C$ 0.055
Market Cap C$ 1,402,478
Recent Sedar+ Documents

Superbuzz closes $700,000 private placement

2026-04-07 20:22 ET - News Release

Mr. Liran Brenner reports

SUPERBUZZ ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE PRIVATE PLACEMENT

Superbuzz Inc. has closed its previously announced non-brokered private placement of convertible debenture units.

Pursuant to the second tranche of the offering, the company issued an aggregate of 400 convertible debenture units at a price of $1,000 per convertible debenture unit for gross proceeds of approximately $400,000. Combined with the first tranche of the company's financing (priced at 15 cents), the company has closed aggregate gross proceeds of approximately $700,000 against a total maximum offering size of up to $800,000. The company may increase the size of the offering prior to final closing.

Each convertible debenture unit is composed of: (i) one $1,000 principal amount unsecured convertible debenture of the company; and (ii) 4,166 common share purchase warrants of the company with an exercise price of 18 cents per share.

The convertible debentures shall bear interest at a rate of 12.5 per cent per annum from the closing date, which shall accrue semi-annually. The outstanding principal amount of each convertible debenture shall be convertible at the option of the holder thereof, at any time on and after the closing date of the offering and prior to the maturity date, which is 36 months from the closing date, into common shares of the company at a conversion price of 12 cents per common share. Each warrant shall be exercisable to acquire one common share at an exercise price of 18 cents any time on or after the closing date until the date that is 36 months from the closing date.

At the maturity date, all principal amount outstanding together with any unpaid interest on the convertible debentures will be repaid by the company in cash. Repayment will be accelerated in the event of default. Beginning on the date that is four months and one day following the closing date, the company shall have a right to prepay or redeem a part or the entire principal amount of the convertible debentures at par plus accrued and unpaid interest at any time by providing a minimum of 30 days of redemption notice prior to the redemption date. In addition, the company may force the conversion of the principal amount of the convertible debentures at the conversion price at any time after the first anniversary of the closing date if the daily volume-weighted average trading price of the common shares on the TSX Venture Exchange is greater than 35 cents for 10 consecutive trading days.

All securities issued pursuant to the offering, including any common shares issuable upon conversion of the debentures, are subject to a statutory hold period of four months and one day from the date of issuance of the debentures, in accordance with applicable securities laws and TSX Venture Exchange policies. The net proceeds from the offering will be used for general working capital and corporate purposes.

In connection with the offering, the company paid a finder's fee consisting of an aggregate cash fee of $8,700 and issued 72,500 non-transferable broker warrants to Ventum Financial Corp. Each non-transferable broker warrant is exercisable to acquire one common share of the company at an exercise price of 18 cents for a period of three years from the date of issuance in accordance with the policies of the TSX Venture Exchange.

In addition, certain other insiders of the company subscribed for a total of $230,000 aggregate principal amount of convertible debentures units.

Each subscription under the offering by an insider is considered to be a related-party transaction for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by the insiders were not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons. The company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed or quoted on a specified market. Additionally, the company is exempt from a minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the insiders, was not more than the 25 per cent of the company's market capitalization.

The offering remains subject to final acceptance of the TSX-V, including the payment of finders' fees. Closing of the upsized offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX-V.

About Superbuzz Inc.

Superbuzz is an artificial intelligence company specializing in marketing technology solutions. Its software-as-a-service platform uses natural language processing and machine learning to automate content creation, campaign management and traffic generation, helping marketers increase engagement and conversion with less manual effort.

We seek Safe Harbor.

© 2026 Canjex Publishing Ltd. All rights reserved.