FOBI Announces Definitive Agreement To Acquire Passworks S.A. for €400,000 To Further Expand FOBI's Global Digital Wallet Pass Portfolio

Rhea-AI Summary

FOBI AI has announced its acquisition of Passworks, marking its fourth wallet pass acquisition within a year, aimed at consolidating its leadership in the global wallet pass market. The deal, valued at €400,000, will be paid in common shares, with potential additional shares worth €100,000 tied to revenue targets. This acquisition grants FOBI access to tier-one clients like Hugo Boss and increases its share in the expanding mobile wallet market projected to reach $7.6 trillion by 2027.

Positive

• Acquisition of Passworks enhances global wallet pass leadership.
• Access to tier-one customers like Hugo Boss and others is expected to drive immediate revenue.
• Strengthening of brand presence in a growing market, projected to expand significantly by 2027.

Negative

• Transaction subject to TSXV approval introduces uncertainty.
• Potential dilution of shares for existing shareholders due to share-based payment structure.

FOBI's fourth wallet pass acquisition in less than one year will continue to consolidate the global wallet pass market and strengthen FOBI's position as a global wallet pass leader

Vancouver, B.C., Jan. 13, 2022 (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 a share purchase agreement (the "SPA") with Passworks to acquire all of the issued and outstanding shares (the "Target Shares") of Passworks S.A. (the "Transaction"), a leading European digital wallet and mobile marketing company with international clients such as luxury fashion leader Hugo Boss, global coupon giant Catalina Marketing Corporation and media giant Wunderman Thompson UK.

FOBI CEO, Rob Anson stated "The acquisition of Passworks, our fourth wallet pass acquisition in the past year, will further position us as a global wallet pass leader and gives us access to a number of key Tier 1 customers which will help drive immediate revenue and strengthen our brand."

TERMS OF THE TRANSACTION

The aggregate purchase price for the Target Shares will be €400,000, payable by the issuance of that number of common shares of the Company (the "Initial Payment Shares") as is equal to a fraction, the numerator of which is the Canadian dollar equivalent of €400,000, calculated using the Bank of Canada daily exchange rate on the last business day before the date of the closing of the Transaction (the "Closing Date"), and the denominator of which is the greater of (i) the ten trading day volume weighted average price ("VWAP") for the ten TSX Venture Exchange (the "TSXV") trading day period ending five TSXV trading days preceding the Closing Date, and (ii) the lowest price permissible under the policies of the TSXV.

As additional consideration of the Target Shares and in addition to the Initial Payment Shares, subject to applicable laws and approval of the TSXV at the time of issuance, upon the achievement of certain revenue targets before the first anniversary of the Closing Date, the Company has agreed to pay to the vendor an additional €100,000 (the "Earn-Out Share Value"), payable in common shares of the Company (the "Earn-Out Shares" and together with the Initial Payment Shares, the "Consideration Shares").

The number of Earn-Out Shares issuable will be that number of common shares of the Company as is equal to a fraction, the numerator of which is the Earn-Out Share Value converted into Canadian funds using the Bank of Canada daily exchange rate on the date that is five TSXV trading days prior to the date of the Earn-Out Notice (as defined in the SPA), and the denominator of which is the greater of (i) the VWAP of the common shares of the Company existing at the time of calculation on the TSXV for the ten TSXV trading day period ending five TSXV trading days prior to the date of the Earn-Out Notice, and (ii) the lowest price permissible under the policies of the TSXV.

All Consideration Shares will be subject to a hold period of four months and one day from the date of issuance. The Consideration Shares are subject to a contractual escrow, whereby, 20% of the Consideration Share will be released on the applicable date of issuance, 20% will be released 3 months from the applicable date of issuance, 30% will be released 6 months from the applicable date of issuance, and 30% will be released 9 months from the applicable date of issuance.

On the Closing Date, the Company will lend to the vendor the aggregate amount of €230,000, in cash, for the vendor to use for the sole purpose of acquiring full interest and title to the Target Shares prior to the closing of the Transaction.

The parties to the SPA are not Non-Arm's Length Parties (as defined In the policies of the TSXV) and there are no finder's fees payable pursuant to the Transaction.

The closing of the Transaction is subject to the approval of the TSXV. A copy of the SPA is available on the Company's SEDAR profile at www.sedar.com.

According to a report released in April 2020 by Allied Market Research, the mobile wallet market, including payments, is set to grow from $1.04 trillion USD in 2019 to $7.6 trillion USD in 2027, for a compound annual growth rate (CAGR) of 28.2%. With the acquisition of Passworks, FOBI will increase its share of the large and growing global wallet pass market.

This Press Release is available on the FOBI Website, as well as the FOBI Verified Forum On AGORACOM For Shareholder Discussion And Management Engagement.

ABOUT PASSWORKS
Passworks engages with consumers in real time and based on their location through the creation of mobile content that address loyalty coupons, promotions, event tickets, gift cards, membership cards, boarding passes and much more.

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.

For more information, please contact:

FOBI AI Inc.		FOBI Website: www.fobi.ai
Rob Anson, CEO		Facebook: @ Fobiinc
T: +1 877-754-5336 Ext. 3		Twitter: @ Fobi_inc
E: ir@fobi.ai		LinkedIn: @ Fobiinc

 Forward-Looking Statements/Information:

This news release contains certain statements which constitute forward-looking statements or information. 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 conditions, industry conditions, and competition from other industry participants, 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the approval of the TSXV for the Transaction, including the approval of the TSXV for the payment of the Consideration Shares, and the closing of the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. 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, and 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.

FAQ

What is the purpose of FOBI's acquisition of Passworks?

The acquisition aims to strengthen FOBI's position as a leader in the global wallet pass market and provide access to key customers.

What is the transaction value of the Passworks acquisition by FOBI?

The transaction is valued at €400,000, payable in common shares.

What are the expected benefits of acquiring Passworks for FOBI?

The acquisition is expected to drive immediate revenue and enhance brand strength in the burgeoning mobile wallet market.

What are the revenue targets associated with the Passworks acquisition?

FOBI has set additional revenue targets that, if met within the first anniversary of the deal, would trigger an additional payment of €100,000.

How does FOBI's acquisition of Passworks impact its market share?

The acquisition increases FOBI's share in the rapidly growing global wallet pass market, which is expected to grow significantly in the coming years.