Matribhumi Samachar English
Toronto, Ontario–(Newsfile Corp. – March 17, 2025) – SuperBuzz Inc. (TSXV: SPZ) (“SuperBuzz” or the “Company”), is pleased to announce that further to its press release dated November 26, 2024, and December 24, 2024, the TSX Venture Exchange (the “Exchange”) has approved the consolidation of the Company’s issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-Consolidation Common Share for every four (4) pre-Consolidation Common Shares (the “Consolidation”). The Consolidation will be effective at the opening of the market on March 19, 2025 (the “Effective Date”). The Consolidation was approved at the Company’s annual general and special meeting of shareholders held on December 10, 2024.
The Company’s name and trading symbol will remain unchanged following the Consolidation. The new CUSIP number will be 868041203, and the new ISIN number will be CA8680412035 for the post-Consolidation Common Shares. The Company currently has 80,584,514 Common Shares, and after the Consolidation is effective, it will have approximately 20,146,128 Common Shares.
Any fractional post-Consolidation Common Share that is less than one-half (1/2) of a Common Share will be cancelled and any fractional post-Consolidation Common Share that is at least or greater than one-half (1/2) of a Common Share will be rounded up to one whole Common Share. Registered shareholders of record as of the Effective Date who hold physical share certificates will receive a letter of transmittal from the Company’s transfer agent, TSX Trust Company, with instructions on how to exchange for new share certificates representing post-Consolidation Common Shares. Beneficial shareholders who hold their Common Shares through a broker or other intermediary and do not have Common Shares registered in their own names will not be required to complete a letter of transmittal.
The Consolidation will affect all shareholders uniformly and will not alter any shareholder’s relative interest in the Company’s equity securities, except for any adjustments for fractional shares. In addition, proportionate adjustments will be made to the number of Common Shares underlying, and the exercise or conversion prices of, the Company’s outstanding stock options and warrants, and to the number of Common Shares issuable under the Company’s equity incentive plans.
Corrective Disclosure – February 2025 Private Placement
Further to the Company’s press release dated February 18, 2025, announcing the closing of its non-brokered private placement financing (the “Offering”), Nahum Segal, a director of the Company, was granted 81,250 Special Warrants (as defined in the February 18, 2025, press release). The participation of Mr. Segal (the “Participating Insider”) in the Offering constituted a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In completing the Offering, the Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the Participating Insider’s participation in the Offering did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
About SuperBuzz Inc.
SuperBuzz is revolutionizing how people interact with technology. Its AI platform leverages GPT-3 to automate many processes, including push notifications and content creation. The platform simplifies the user experience, allowing for advanced digital interaction that cuts back on manual tasks. Moreover, SuperBuzz’s AI platform intelligently responds to small and medium-sized businesses’ unique needs, making it an incredibly reliable and powerful tool for various applications.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to: the Company’s business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones; the Company’s future growth prospects; the development of the Company’s business and future activities following the date hereof; expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations; expectations with respect to economic, business, regulatory and/or competitive factors related to the Company or the industry generally; the competitive landscape within which the Company operates; the performance of the Company’s business and the operations and activities of the Company; the Company’s ability to obtain, maintain, and renew or extend, applicable authorizations, including the timing and impact of the receipt thereof; the Company’s continued work on its product offerings, including the use of OpenAI’s GPT-3 model; and the Company’s ability to complete the Consolidation.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s financial condition and development plans do not change as a result of unforeseen events; there will continue to be a demand, and market opportunity, for the Company’s product offerings; current and future economic conditions will neither affect the business and operations of the Company nor the Company’s ability to capitalize on anticipated business opportunities; current and future members of management will abide by the Company’s business objectives and strategies from time to time established by the Company; the Company will retain and supplement its board of directors and management, or otherwise engage consultants and advisors having knowledge of the industries (or segments thereof) within which the Company may from time to time participate; the Company will have sufficient working capital and the ability to obtain the financing required in order to develop and continue its business and operations; the Company will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be; taxes and all other applicable matters in the jurisdictions in which the Company conducts business and any other jurisdiction in which the Company may conduct business in the future; the Company will be able to generate cash flow from operations, including, where applicable, distribution and sale of its products; the Company will be able to execute on its business strategy as anticipated; the Company will be able to meet the requirements necessary to obtain and/or maintain authorizations required to conduct the business; the Company’s continuing ability to meet the requirements necessary to remain listed on the TSXV; general economic, financial, market, regulatory, and political conditions will not negatively affect the Company or its business; the Company will be able to successfully compete in the industry; prices offered by competitors will not decline materially; the Company will be able to effectively manage anticipated and unanticipated costs; the Company will be able to conduct its operations in a safe, efficient and effective manner; the Company’s ability to continue to work on its product offerings, including the use of OpenAI’s GPT-3 model; the Company’s ability to effect the Consolidation, and obtain of all necessary approvals required to complete the Consolidation.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the risks associated with the industry in general; the inability of the Company to obtain requisite approvals; the Company’s inability to attract and retain qualified members of management to grow the Company’s business and its operations; the Company’s inability to effectively manage unanticipated costs and expenses, including costs and expenses; the risk’s associated with the Company’s in meeting its business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones; the inability of the Company to identify and secure future growth prospects; the Company’s inability to develop its business and future activities following the date hereof; the Company’s inability to meet or exceed expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations; the Company’s inability to meet or exceed expectations with respect to economic, business, regulatory and/or competitive factors related to the Company or the industry generally; the risks associated with the market for the Company’s current and proposed product offerings; the risks associated with the distribution methods expected to be used by the Company to deliver its product offerings; the effect of the Consolidation on the Company’s securities; the Company’s inability to obtain, maintain, and renew or extend, applicable authorizations, including the timing and impact of the receipt thereof; the Company’s inability to continue to work on its product offerings, including the use of OpenAI’s GPT-3 model; and the Company’s inability to complete the Consolidation.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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