GlobeNewswire Inc | Sep 27, 2021 06:00AM EDT

September 27, 2021

VANCOUVER, British Columbia, Sept. 27, 2021 (GLOBE NEWSWIRE) -- Fobi AI Inc. (TSXV: FOBI, OTCQB: FOBIF) (the Company or Fobi), a global leader in providing real-time data analytics through artificial intelligence to drive operational efficiencies and profitability, is pleased to announce that it has entered into an asset purchase agreement (the APA) to acquire certain specific assets and liabilities from Qples, Inc. (Qples), to be effected together with a wholly owned subsidiary of the Company (the Acquisition) for total consideration of approximately US$3.2 million, plus up to an additional US$1 million earn out.

Qples is a key player in the Coupon Industry with relationships to the worlds leading Consumer Packaged Good (CPG) brands and full support of the new AI (8112) Digital Standard for coupons, which will immediately be integrated into both Fobis Connected Retail Commerce Solution (FCRS) and Fobi Data Exchange (FDX) announced earlier this month.

Qples is a cash flow positive business that is expected to generate approximately US$1,000,000 in revenues for 2021 and US$2,000,00 for 2022, prior to any impact from this Acquisition.

The acquisition of Qples is an important step in Fobis strategy to connect CPG brands and retailers, as well as, become leadersin key retail verticals such as Grocery and Convenience.

Fobi CEO, Rob Anson stated, In our July 2021 review I stated that Fobi was very confident that significant developments would take place shortly which would see Fobi grow by several magnitudes through 2021 and into 2022. With some significant revenue deals already announced this quarter and, more importantly, a major expansion in our sales pipeline now taking place, we have good reason to believe in the potential for significant developments in North America and around the world. As such, our Qples acquisition is perfect in terms of both timing and fit with Fobis technology to close on upcoming major developments. Moreover, I expect Qples itself to contribute significant revenue to Fobi in 2021 and well beyond.

$3,200,000 ACQUISITION OF QPLES TO PROVIDE FOBI WITH COMPLETE CONTROL OVER CONNECTED RETAIL COMMERCE SOLUTION IN ANTICIPATION OF UPCOMING MAJOR BUSINESS DEVELOPMENTS

Qples is a next generation provider of digital coupons and the first coupon provider to sign on to The Coupon Bureaus universal digital coupon AI 8112 project. Qples recently announced the launch of the Grocery Coupon Network mobile application, the first IOS and Android app to allow consumers to discover, save and redeem both print@home and universal digital coupons in one place.

As a result, for the first time, global CPG brands are able to deliver manufacturer-level digital coupons into any digital platform and track the performance via detailed data and analytics. Through its proprietary coupon delivery platform, Qples provides a disruptive and cost-effective way for brands and businesses to accurately market to consumers across social, local, and mobile channels.

With this acquisition, Fobi is taking its technology stack to the next level by both incorporating the Qples team and taking full control of its coupon platform in anticipation of Fobis next stage of significantly larger business developments from Fobis FCRS announced earlier this month. Specifically, significant interest from the Grocery space dictates that Fobi secures and directly manages the further development of Qples coupon platform.

Qples President, Eddie Watsonstated, We believe that the merging of two very proven technology companies will greatly accelerate further development and synergistic growth. Furthermore, the bridging of the markets of both Fobi and Qples will open up new doors and business opportunities for Fobi in the CPG and Retail areas.

RICHARD LEE DELIVERS FIRST ACQUISITION WITH QPLES AND ANTICIPATES FURTHER STRATEGIC M&A ACTIVITY

On June 8, 2021, Fobi appointed former NielsenIQ VP of Strategic Alliances North America, Richard Lee, as SVP of Strategy & Corporate Development to help refine Fobis focus and further defineour roadmap for mergers and acquisitions. This appointment was preceded by NielsenIQ and Fobi announcing a Strategic Alliance to Transform the Retail Sector. This acquisition forms an important part of the foundation that will help achieve that transformational goal.

With his deep knowledge of the market research and data & analytics industry, Richard will continue to work with Senior Management and focus on further M&A opportunities. His background at NielsenIQ is key for executing on Fobis Retail strategy focused on Grocery, Convenience and Pharmacy, all of which represent legacy industries with hundreds of billions of CPG dollars flowing into them in search of better and faster ways to engage retail customers. Qples gives Fobi the activation capabilities to immediately go after these verticals at scale.

Fobi SVP of Corporate Strategy & Corporate Development Richard Lee states, "The acquisition of Qples brings additional capabilities that interface with our current suite of services and strengthens our position to help connect the CPG and retail industry. This purchase is in line with Fobi's corporate strategy of acquiring companies that provide complementary services and a scalable business model, and we plan to expand Qples' services to new markets immediately.

$225 BILLION COUPON INDUSTRY RIPE FOR DISRUPTION WITH ONLY 4.2% DISTRIBUTED DIGITALLY

In 2020, according toTCB, there were over 1.3 billion coupons redeemed with CPG brands having spent more than $225 billion in promotional spending on coupons. However, according toKantar, only 4.2% of all CPG coupons were distributed digitally, and digital coupons only represented 3.4% of the total value of coupons redeemed. Primarily due to the lack of a standardized digital ecosystem, this discrepancy clearly goes against what consumers are demanding both from a convenience and a safety perspective in a post-Covid world. Consumers want the ability to redeem their coupons on their mobile phones using safe, contactless redemption technologies, which is what Fobi will deliver with this acquisition of Qples, together with Fobis Wallet pass integration with The Coupon Bureau.

TERMS OF THE TRANSACTION

In consideration for the Acquisition of certain assets and certain specified liabilities of Qples, Fobi expects the aggregate purchase price to be approximately US$3,200,000 (the Purchase Price) paid as follows: (i) US$2,120, payable in cash; and (ii) the remainder of the Purchase Price will be satisfied by the issuance of common shares of Fobi (the Shares), where the price per share will be calculated based on a fraction, the numerator of which is the remainder of the Purchase Price converted into Canadian Funds using the Bank of Canada daily exchange rate on the date that is five (5) TSX Venture Exchange (the Exchange) trading days prior to the closing of the Acquisition (the Closing Date) and the denominator of which is the ten (10) day volume weighted average trading price ("VWAP") of the Shares for the period ending five (5) Exchange trading days prior to the Closing Date.

Qples also has the opportunity to earn up to a US$1,000,000 earn out (the Earn-Out). The Earn-Out will be calculated based on the revenue derived from the assets purchased from Qples (the Asset Derived Revenue) over the period from January 1, 2022, to December 31, 2022 (the Earn-Out Period). Pursuant to the Earn-Out, Qples can earn US$500,000 in Shares if the Asset Derived Revenue meets or exceeds US$1,600,000 during the Earn-Out Period or can earn US$1,000,000 in Shares if the Asset Derived Revenue meets or exceeds US$3,200,000 during the Earn-Out Period. The price per share for the issuance of Shares in payment of the Earn-Out will be a fraction, the numerator of which is the applicable Earn-Out amount, if any, at the end of the Earn-Out Period converted into Canadian funds at the Bank of Canada daily exchange rate on the date that is five (5) Exchange trading days prior to the date notice is given by Fobi to Qples of the calculation of the Asset Derived Revenue (the Earn-Out Notice), and the denominator of which is the ten (10) day VWAP for the period ending five (5) Exchange trading days prior to the date of the Earn-Out Notice Any Shares issued in connection with the Acquisition will be subject to a hold period of four months and one day from the date of issuance, as well as restrictions pursuant to applicable US securities laws. Pursuant to the APA, Fobi will also loan a maximum of US$325,000 to Qples (the Qples Loan) in order for it to repay an outstanding loan with the United States Small Business Administration. The Qples Loan will be repaid to Fobi, in whole or in part, pursuant to the terms of the APA. The closing of the Acquisition is subject to the approval of the Exchange.

This Press Release Is Available on theFobi Websiteand theFOBI Verified Forum On AGORACOMFor Shareholder Discussion And Management Engagement.

About Qples

Qples is a next generation provider of digital coupons and the first-ever coupon platform that natively integrates with Facebook, while still functioning in other mediums or channels: website, blog, banner ads, QR codes, Twitter and more. For the first time, brands are able to deliver manufacturer-level digital coupons, including unprecedented fraud prevention features, into any digital platform and track the performance via detailed data and analytics.

Through our proprietary coupon delivery platform, Qples provides brands with data about the offers and the consumers such as name, gender, location, point of origin and much more. Qples provides a disruptive and cost-effective way for brands and businesses to accurately market to consumers across social, local and mobile channels. Qples recently announced the launch of the Grocery Coupon Network mobile application, the first IOS and Android app to allow consumers to discover, save and redeem both print@home and universal digital coupons in one place. Additionally with the ability to bundle all digital coupons into one master barcode, lane time is preserved, and consumers can take advantage of a truly contact-less redemption of coupons.

About Fobi

Fobi is a cutting-edge data intelligence company that helps our clients turn real-time data into actionable insights and personalized customer engagement to generate increased profits. Fobi's unique IoT device has the ability to integrate seamlessly into existing infrastructure to enable data connectivity across online and on-premise platforms creating highly scalable solutions for our global clients. Fobi partners with some of the largest companies in the world to deliver best-in-class solutions and operates globally in the retail, telecom, sports & entertainment, casino gaming, and hospitality & tourism industries.

Fobi AI Inc. Fobi Website: www.fobi.aiRob Anson, CEO Facebook: @FOBIincT: +1 877-754-5336 Ext. 3 Twitter: @FOBI_incE: ir@fobi.ai LinkedIn: @FOBIinc

This news release contains certain statements which constitute forward-looking statements or information, including statements regarding the following: the future of coupons being digital; the anticipated 2021 and 2022 revenues of Qples; the anticipated closing of the Acquisition; the approval of the Acquisition by the Exchange; and the payment of the Earn-Out; the integration by FOBI of the assets and business acquired; and the anticipated impacts and effects of the Acquisition. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic and capital markets conditions, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that the Company will be able to achieve all or any of its proposed objectives.

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.