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TORONTO, ON / ACCESSWIRE / May 21, 2024 / Predictiv AI Inc. (TSXV:PAI.H)(OTC PINK:INOTF)(FSE:71TA) ("Predictiv AI" or the "Company"), www.predictiv.ai, announces that it has completed its previously announced non-brokered private placement (the "Private Placement") of 10,000,000 units of the Company ("Units") at a price of $0.02 per Unit for total gross proceeds of $200,000. Each Unit consists of one common share (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable for one additional Common Share at an exercise price of $0.05 for a period of 24 months. If the volume weighted average price of the Common Shares is equal to or greater than $0.10 for any 10 consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months from the date of issuance.
Predictiv AI also completed its previously announced debt settlement with certain creditors of the Company (the "Creditors"), pursuant to which Predictiv AI has issued to the Creditors an aggregate of 25,000,000 Common Shares at a price of $0.02 per Common Share in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $500,000 (the "Debt Settlement"). All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months from the date of issuance.
Multilateral Instrument 61-101
Pursuant to the Debt Settlement, the Company has issued an aggregate of 10,593,619 Common Shares to officers of the Company ("Insiders"), constituting, to that extent, a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Insiders participation in the Debt Settlement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Debt Settlement nor the securities issued in connection therewith, in so far as the Debt Settlement involves Insiders, exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement as the details of the Debt Settlement and the participation therein by the Insiders were not settled until recently and the Company wishes to close on an expedited basis for sound business reasons.