Mr. Rob Anson reports

FOBI ANNOUNCES EXECUTION OF REVISED DEFINITIVE ACQUISITION AGREEMENTS WITH RESPECT TO ACQUISITION OF PASSWORKS S.A.

Fobi AI Inc., further to its press release dated Jan. 13, 2022, has entered into a revised definitive share purchase agreement (SPA) with Francisco Fiuza Da Silva Beirao Belo, pursuant to which the company proposes to acquire all of the issued and outstanding shares of Passworks SA from the vendor. Passworks is a leading European digital wallet and mobile marketing company with international clients such as luxury fashion retailer Hugo Boss, global coupon giant Catalina Marketing Corp. and digital advertising leader Publicis.

Francisco Belo, chief executive officer of Passworks, states: "We at Passworks are very happy to join Fobi and be part of a larger organization with a clear focus on mobile wallet solutions, together with data and digital transformation. The synergies of the two companies will definitely strengthen Fobi's position as a leader in the mobile wallet space."

Rob Anson, chief executive officer of Fobi, states: "The acquisition of Passworks, our fourth wallet pass acquisition, will give us further scale and strengthen our position as a global wallet pass leader. It also gives us access to a number of key Tier 1 customers and agency relationships, which will help drive immediate revenue and strengthen our brand."

Revised definitive acquisition agreements with respect to acquisition of Passworks SA

The aggregate purchase price for the target shares will be 500,000 euros, payable by the issuance of that number of common shares of the company as is equal to a fraction, the numerator of which is the Canadian dollar equivalent of 500,000 euros, calculated using the Bank of Canada daily exchange rate on the fifth-to-last business day before the date of the closing of the transaction and the denominator of which is the greater of (i) the 10-trading-day, volume-weighted average price (VWAP) for the 10 TSX Venture Exchange (TSX-V) trading day period ending five TSX-V trading days preceding the closing date, and (ii) the lowest price permissible under the policies of the TSX-V. The consideration shares are subject to a contractual escrow, whereby 20 per cent of the consideration shares will be released on the date of issuance, 25 per cent will be released three months following issuance, 35 per cent will be released six months following issuance and 20 per cent will be released nine months following issuance.

As additional consideration of the target shares and in addition to the consideration shares, subject to applicable laws and approval of the TSX-V at the time of issuance, in the event the gross revenue of the target and/or other affiliates of the company from sales originating from existing clients of the target and/or new clients originating as a result of the vendor's efforts meets or exceeds 300,000 euros during the one year period from the closing date, the company has agreed to pay to the vendor an additional 50,000 euros, payable in common shares of the company.

The number of earnout shares issuable will be that number of common shares of the company as is equal to a fraction, the numerator of which is the earnout share value converted into Canadian funds using the Bank of Canada daily exchange rate on the date that is five TSX-V trading days prior to the date of the earnout notice (as defined in the SPA), and the denominator of which is the greater of (i) the VWAP of the common shares of the company existing at the time of calculation on the TSX-V for the 10-TSX-V-trading-day period ending five TSX-V trading days prior to the date of the earnout notice, and (ii) the lowest price permissible under the policies of the TSX-V.

The parties to the SPA are arm's-length parties (as defined In the policies of the TSX-V) and there are no finder's fees payable pursuant to the transaction.

On or about the closing date, the company will also enter into a one-year term service agreement with Sortido Cinzento Unipessoal LDA, a sole shareholder company that is wholly owned and controlled by the vendor, pursuant to which the company proposes to engage the services of the vendor on a full-time basis. Pursuant to the service agreement, the company has agreed to pay to the service provider a monthly fee of 10,000 euros (plus applicable taxes) for the term of the service agreement, issue to the service provider, 60,000 euros in common shares of the company on the one-month anniversary of the service agreement, which such number of initial shares shall be calculated by dividing the Canadian dollar equivalent of 60,000 euros using the Bank of Canada daily exchange rate for the third business day before the date of issuance by the greater of: (i) the VWAP for the 10-TSX-V-trading-day period ending five TSX-V trading days before the date of issuance; (ii) a 15-per-cent discount to the applicable market price of the common shares on the TSX-V; and (iii) the minimum price permissible under the policies of the TSX-V. Additionally, the service provider will receive a pro rata payment of up to euros40,000 payable in common shares based on the number of actual months worked by the service provider. The first anniversary shares shall be due and payable on the one-year anniversary of the date of the service agreement and the number of such first anniversary shares being issued calculated by dividing the Canadian dollar equivalent of 40,000 euros using the Bank of Canada daily exchange rate for the third business day before the first anniversary issuance date by the greater of: (i) the VWAP for the 10-TSX-V-trading-day period ending five TSX-V trading days before the first anniversary issuance date; (ii) a 15-per-cent discount to the applicable market price of the common shares on the TSX-V; and (iii) The minimum price permissible under the policies of the TSX-V. The issuance of the first anniversary shares remain subject to TSX-V approval.

All common shares are subject to a hold period of four months and one day from the date of issuance thereof in accordance with applicable securities laws. The closing of the transaction is anticipated to receive conditional approval of the TSX-V shortly. A copy of the SPA will be made available on the company's SEDAR profile following closing of the transaction.

This press release is available on the Fobi website.

About Fobi AI Inc.

Founded in 2017 in Vancouver, Canada, Fobi is a leading AI and data intelligence company that provides businesses with real-time applications to digitally transform and future-proof their organizations. Fobi enables businesses to action, leverage and monetize their customer data by powering personalized and data-driven customer experiences, and drives digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale.

Fobi works with some of the largest global organizations across retail and CPG (consumer packaged goods), insurance, sports and entertainment, casino gaming, and more. Fobi is a recognized technology and data intelligence leader across North America and Europe, and is the largest data aggregator in Canada's hospitality and tourism industry.

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