Toronto, Ontario--(Newsfile Corp. - April 7, 2026) - SuperBuzz Inc. (TSXV: SPZ) (FSE: O2C) ("SuperBuzz" or the "Company"), an AI-driven SaaS platform empowering websites to boost revenues without increasing their advertising budgets, is pleased to announce that it has closed its previously announced non-brokered private placement of convertible debenture units (the "Offering").
Pursuant to the second tranche of the Offering, the Company issued an aggregate of 400 convertible debenture units (the "Convertible Debenture Units") at a price of C$1,000 per Convertible Debenture Unit, for gross proceeds of approximately C$400,000. Combined with the first tranche of the Company's financing (priced at $0.15), the Company has closed aggregate gross proceeds of approximately $700,000 against a total maximum offering size of up to $800,000. The Company may increase the size of the Offering prior to final closing.
Each Convertible Debenture Unit is comprised of: (i) one C$1,000 principal amount unsecured convertible debenture of the Company (a "Convertible Debenture"); and (ii) 4,166 common share purchase warrants of the Company (each, a "Warrant") with an exercise price of $0.18 per share.
The Convertible Debentures shall bear interest at a rate of 12.5% per annum from the Closing Date, which shall accrue semi-annually. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time on and after the closing date of the Offering ("Closing Date") and prior to the maturity date, which is 36 months from the Closing Date (the "Maturity Date"), into Common Shares of the Company (the "Common Shares") at a conversion price of C$0.12 per Common Share (the "Conversion Price"). Each Warrant shall be exercisable to acquire one Common Share at an exercise price of C$0.18 any time on or after the Closing Date until the date that is 36 months from the Closing Date.
At the Maturity Date, all principal amount outstanding together with any unpaid interest on the Convertible Debentures will be repaid by the Company in cash. Repayment will be accelerated in the event of default. Beginning on the date that is four (4) months and one (1) day following the Closing Date, the Company shall have a right to prepay or redeem a part or the entire principal amount of the Convertible Debentures at par plus accrued and unpaid interest at any time by providing a minimum of 30 days of redemption notice prior to the redemption date. In addition, the Company may force the conversion of the principal amount of the Convertible Debentures at the Conversion Price at any time after the first anniversary of the Closing Date if the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is greater than $0.35 for 10 consecutive trading days.
All securities issued pursuant to the Offering, including any Common Shares issuable upon conversion of the Debentures, are subject to a statutory hold period of four months and one day from the date of issuance of the Debentures, in accordance with applicable securities laws and TSXV policies. The net proceeds from the Offering will be used for general working capital and corporate purposes.
In connection with the Offering, the Company paid a finder's fee consisting of an aggregate cash fee of $8,700 and issued 72,500 non-transferable broker warrants to Ventum Financial Corp. Each non-transferable broker warrant is exercisable to acquire one Common Share of the Company at an exercise price of $0.18 for a period of three (3) years from the date of issuance, in accordance with the policies of the TSX Venture Exchange.
In addition, certain other insiders of the Company subscribed for a total of C$230,000 aggregate principal amount of Convertible Debentures Units.
Each subscription under the Offering by an insider is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by the insiders were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed or quoted on a specified market. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the insiders, was not more than the 25% of the Company's market capitalization.
The Offering remains subject to final acceptance of the TSXV, including the payment of finder's fees. Closing of the upsized Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.
About SuperBuzz
SuperBuzz is an AI company specialising in marketing-technology solutions. Its SaaS platform uses natural-language processing and machine learning to automate content-creation, campaign-management and traffic-generation, helping marketers increase engagement and conversion with less manual effort.
Additional information in respect of the Company's business is available under the Company's SEDAR+ profile at www.sedarplus.ca.
For Additional Information, Contact:
Liran Brenner
Chief Executive Officer
Email: liran@SuperBuzz.io
Phone: 972 548167755
SuperBuzz Investor Relations
Email: ir@SuperBuzz.io
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.
Forward-Looking Information and Cautionary 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 final acceptance of the Financing by the TSXV, the expected use of proceeds following the closing of the Financing; the anticipated terms of any securities issued upon exercise of warrants; and the Company's business objectives and milestones.
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; the TSXV will provide its final acceptance of the Financing; and the Company will be able to obtain the financing required in order to develop and continue its business and operations.
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 Company's inability to obtain final TSXV acceptance for the Financing; market conditions and investor demand for the Company's securities; the Company's inability to deploy the proceeds as currently intended; and general economic and market conditions. 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/291470
Source: SuperBuzz Inc.
