TORONTO, Feb. 17, 2022 /CNW/ - Predictiv AI Inc.
(TSXV: PAI) (OTC: INOTF) (FSE: 71TA) ("Predictiv AI" or
the "Company"), www.predictiv.ai, a software and
solutions provider in the artificial intelligence markets,
announces it has entered into debt settlement agreements (the
"Debt Settlement Agreements") with certain directors,
officers, former employees and consultants of the Company (the
"Parties"). Predictiv AI has agreed to convert an aggregate
of $114,000 in payables (the
"Payables") owed to the Parties related to services rendered
to the Company up to the period ending January 31, 2022
into Predictiv AI common shares of (the "Settlement
Shares"). The Company is proposing to issue the Settlement
Shares in order to preserve working capital to fund
operations.
Predictiv AI has agreed under the terms of the Debt Settlement
Agreements, to issue an aggregate of 2,280,000 Settlement Shares at
a deemed issuance price of $0.05 per Settlement Share in
full and final satisfaction of the Payables owing to the Parties.
By issuing the Settlement Shares, the Payables will be fully
settled.
The Settlement Shares will be issued in reliance on certain
prospectus exemptions available under Canadian securities
legislation and will be subject to a four month and one day hold
period from the date of issuance.
700,000 Settlement Shares are being issued to insiders of the
Company (the "Insiders"). Pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders
in Special Transactions ("MI 61-101"), the settlement of
the Payables will constitute a "related party transaction" as the
Insiders are considered to be related parties to Predictiv AI. The
Company will rely on exemptions from the formal valuation and
minority approval requirements of MI 61-101 (pursuant to
subsections 5.5(a) and 5.7(a)) as the fair market value of the
securities to be distributed to, and the consideration received
from the Insiders will not exceed 25% of the Predictiv AI's market
capitalization. The settlement of the Payables has been approved by
all of the directors of the Company.
Conversion of the Payables and issuance of the Settlement Shares
is subject to the acceptance of the TSX Venture Exchange
("TSXV"). There is no guarantee that such conditions
precedent will be satisfied or that any of the transactions will be
completed as described herein or at all.
Predicitiv AI also announces that Jerry
Grafstein has resigned as a director of the Company.
Facebook:
https://www.facebook.com/PredictivAI/
Twitter:
https://twitter.com/predictivai
LinkedIn:
https://www.linkedin.com/company/predictivai/
About Predictiv AI Inc.
Predictiv AI
Inc. www.predictiv.ai is a technology company which helps
businesses and organizations make smarter decisions using advanced
artificial intelligence, deep machine learning and data science
techniques. Its Weather Telematics Inc. subsidiary uses patented
air quality monitoring sensors to provide predictive weather risk
information to the insurance, logistics, fleet management and
public safety sectors. The Company's R&D division, AI Labs
Inc., develops new products that solve real-world business
problems.
Cautionary and Forward-Looking
Statements
Statements contained in this news release,
which are not historical facts, are forward-looking statements that
involve risk, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in
such statements. All forward-looking statements included in this
news release are based on information available to the Company on
the date hereof. Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that could cause
actual results of the Company to differ materially from the
conclusion, forecast or projection stated in such forward-looking
statements. These risks, uncertainties and other factors include,
but are not limited to, ThermalPass achieving the commercial
results anticipated by the Company, market demand for ThermalPass
and other factors referenced in the Company's other continuous
disclosure filings, which are available at sedar.com. Readers
should not place undue reliance on these forward-looking
statements. The Company assumes no obligation to update any
forward-looking statements, except as required by applicable
securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE
SOURCE Predictiv AI Inc.
