Toronto, Ontario--(Newsfile Corp. - June 16, 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 intends to complete a non-brokered private placement of up to 10,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $500,000 (the "Financing").

Each Unit will consist of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will be exercisable into one Common Share at an exercise price of $0.075 per share for a period of 36 months from the date of issuance. The net proceeds from the Financing will be used for working capital, general corporate purposes, and to further support the Company's growth opportunities, including its recent agreement with a major global performance agency. Management expects to close the Financing within the next two to three weeks. The Company may increase the size of the Financing subject to TSXV acceptance. The securities to be issued under the Financing will be subject to a four-month-and-one-day hold period from the date of issuance in accordance with applicable securities laws. The Financing is subject to all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange (the "TSXV").

To date, the Company has received subscriptions and commitments for an aggregate of $320,000 under the Financing, including $100,000 subscribed for by Liran Brenner, the Chief Executive Officer and a director of the Company. The participation of insiders in the Financing constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemption from the formal valuation requirement in section 5.5(a) of MI 61-101 and the exemption from the minority shareholder approval requirement in section 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to insiders, nor the consideration paid by such insiders, will exceed 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days before the anticipated closing of the Financing because the terms of the Financing and the extent of insider participation had not been finalized at that time, and the Company wishes to complete the Financing on an expeditious basis.

The Company also announces that, further to its news release dated January 2, 2026, it completed one tranche of the private placement announced therein and will not be completing the balance of that offering. No further tranches will be issued under that previously announced private placement.

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.

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 proposed Financing, including the intended use of proceeds; the pricing, size and structure of the Financing; the participation of insiders in the Financing and the Company's intended reliance on exemptions under MI 61-101; the receipt of all necessary regulatory approvals for the Financing, including acceptance by the TSXV; and the Company's business objectives and milestones.

Forward-looking information in this news release is 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 accept 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 complete the Financing on the terms described or at all; the availability of exemptions from prospectus and registration requirements; the Company's inability to obtain TSXV acceptance for the Financing; market conditions and investor demand for the Company's securities; 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/301694

Source: SuperBuzz Inc.