SPETZ INC. (the " Company " or " Spetz ") (CSE:SPTZ)(OTC:DBKSF) is pleased to announce that it has signed a definitive agreement dated February 2, 2025 (the "Definitive Agreement") with Sonic Strategy Inc. ("Sonic Strategy") to acquire 100% of the issued and outstanding common shares of Sonic Strategy (the "Sonic Shares") from its shareholders (the "Sonic Shareholders"). Upon completion of the arm's length acquisition (the "Acquisition"), Sonic Strategy will become a wholly owned subsidiary of Spetz and the Sonic Shareholders will become shareholders of Spetz.
In consideration for the Sonic Shares, Spetz proposes to issue an aggregate of 14,000,000 common shares in the capital of Spetz (the "Consideration Shares") to Sonic Shareholders, at an issue price of $0.375 per share, in such amount to reflect the pro rata holdings of each Sonic Shareholder in Sonic Strategy immediately before the closing of the Acquisition (the "Closing Date"). On the Closing Date, all Sonic Shareholders will transfer their Sonic Shares to Spetz in exchange for the Consideration Shares issued. The issue price of the Consideration Shares is based upon the closing price of the Spetz common shares on the CSE on Friday, January 31, 2025, namely $0.50 less the permitted discount, and assigns a valuation of $5,250,000 for Sonic Strategy.
Spetz intends to close the Acquisition on or about February 10, 2025, subject to, among other things, corporate and regulatory approvals including acceptance by the Canadian Securities Exchange. The closing of the Acquisition will not result in the creation of a new insider of Spetz.
Sonic Strategy, a private company incorporated under the laws of Alberta, is a staking company focused on the Sonic blockchain. The Acquisition is intended to strengthen Spetz's blockchain capabilities and unlock new revenue streams through building and operating staking infrastructure.
With the Acquisition, Spetz expands its blockchain expertise by integrating staking solutions on the Sonic blockchain. Sonic Strategy delivers high-yield staking expertise that secures the Sonic network. Sonic Strategy was founded by Mitchell Demeter, a pioneering entrepreneur in the cryptocurrency space with a track record of driving innovation across multiple public and private ventures. His deep expertise in decentralized finance and blockchain infrastructure has played a crucial role in shaping Sonic Strategy's development. It is expected that Mr. Demeter will become a technical advisor to Spetz upon closing.
As a technology company, the Acquisition aligns with Spetz's long-term vision of bridging traditional and decentralized finance while reinforcing its technological leadership.
"We are excited to welcome Sonic Strategy to Spetz. The Acquisition expands our blockchain infrastructure while complementing our investment in Kirobo Ltd., creating a strong synergy between AI-driven marketplaces, cryptocurrency, and staking economies," said Yossi Nevo, CEO of Spetz Inc.
Contingent upon the closing of the Acquisition, Spetz intends to issue an aggregate of 700,000 common shares to two arm's length entities as an advisory fee.
All securities to be issued in connection with Acquisition will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation.
About Spetz Inc.
Spetz Inc. is a multinational technology company that operates an AI marketplace application and has investments in blockchain and cryptocurrency. The Spetz application is a global online, AI-powered marketplace platform that dynamically connects consumers to nearby top-rated service providers in around 30 seconds. Spetz is available in the USA, United Kingdom, Australia, and Israel. The Spetz vision is to reinvent how people around the world connect to services in their moment of need. Connecting them immediately with the top-matched service provider for any need, anytime, anywhere.
Spetz Website: www.spetz.app
Spetz Investor information: https://investor.spetz.app/
Company Contacts:
| Investor Relations Email: Investors@spetz.app | | Nofar Shigani,CFO Email: nofar@spetz.app |
| Phone: 647-956-6033 | | Phone: +972 526238108 |
NEITHER THE CANADIAN SECURITIES EXCHANGE, NOR THEIR REGULATION SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Note Regarding Forward-looking Statements
Certain information herein constitutes "forward-looking information" as defined under Canadian securities laws, which reflect management's expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the Company. The words "plans", "expects", "does not expect", "scheduled", "estimates", "intends", "anticipates", "does not anticipate", "projects", "believes", or variations of such words and phrases or statements to the effect that certain actions, events or results "may", "will", "could", "would", "might", "occur", "be achieved", or "continue" and similar expressions identify forward-looking statements. Such forward- looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; future legislative and regulatory developments in the blockchain sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the ability of Spetz to implement its business strategies; competition; and other assumptions, risks and uncertainties. The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws. The foregoing statements expressly qualify any forward- looking information contained herein.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.
We seek Safe Harbor.
SOURCE: Spetz Inc.
