Mr. Rob Anson reports

FOBI AI INC. ANNOUNCES SALE OF GERMAN SUBSIDIARY

Fobi AI Inc. has entered into a share purchase agreement dated May 28, 2025, with an arm's-length third party purchaser, whereby pursuant to the agreement, Fobi will sell to the purchaser all of its shares in Fobi AI Germany GmbH, its wholly owned German subsidiary.

Pursuant to the agreement, the purchaser will pay to Fobi an aggregate of 1.54 million euros consisting of a cash purchase price in the amount of 1.4 million euros and an additional purchase price in the amount of 140,000 euros, which will be paid by the purchaser to the acquired company on behalf of Fobi after assumption by the purchaser of Fobi's obligations to pay such amount per the licence (as defined below).

Pursuant to the agreement, the acquired company will grant Fobi a licence to use the Passcreator software for the payment of an aggregate price of 140,000 euros. Such payment obligation will be assumed by the purchaser pursuant to the agreement. The licence will be non-exclusive, worldwide, irrevocable and sublicensable. The term of the licence will be 48 months after closing of the transaction, without the right to terminate during these 48 months.

Rob Anson, chief executive officer of Fobi, shared: "The sale of our German subsidiary was a strategic decision designed to fuel Fobi's future growth without any further dilution to shareholders. This move is anticipated to immediately strengthens our financial position, secures full licensing rights and enables us to accelerate progress in other key focus areas.

"Over the past six months, we've been preparing Fobi for its next evolution in terms of sharpening our focus and strategically aligning with the transformative shifts in AI and Web3. Today's announcement sets the stage for the company's advancements ahead."

No finder's fee will be paid pursuant to the agreement. The transaction remains subject to the approval of the TSX Venture Exchange.

The company is currently subject to a continuing failure-to-file cease trade order ordered by the British Columbia Securities Commission on Nov. 1, 2024 (the FFCTO). The FFCTO is applicable to the securities of the company. The transaction involves a sale of the securities of the acquired company, being a private German limited liability company not publicly listed on any stock exchange.

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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