Star Metro - Predictiv AI - Update on Transaction With Shift Technologies And Housestack Holdings

Predictiv AI intends for the Proposed Transaction to constitute a reverse-takeover transaction and the trading in the common shares of Predictiv AI ("PAI Shares") will remain halted until the completion of the Proposed Transaction.

CSE Listing

It is a condition of closing of the Proposed Transaction that the Resulting Issuer obtains a listing of its common shares on the Canadian Securities Exchange ("CSE"). In connection with the Proposed Transaction, the Company intends to voluntarily delist its common shares from the NEX Board of the TSX Venture Exchange and apply for a listing of the common shares of the Resulting Issuer on the CSE. As a result, it is anticipated that the Proposed Transaction will be governed by the policies of the CSE. While it is anticipated that the Resulting Issuer will qualify for listing, the CSE has not reviewed the Proposed Transaction and there is no certainty that the application will be approved.

Proposed Transaction Summary

Predictiv AI will acquire all issued and outstanding shares in the capital of both Shift and HouseStack (the "Target Shares") in exchange for approximately 78.4% (previously 82.5%) of the PAI Shares immediately prior to the closing of the Proposed Transaction (but not including the Financing described below). In connection with the closing of the Proposed Transaction, the Company expects to consolidate the PAI Shares (the "Consolidation") on a ratio of 1 new share for each 9 old shares (previously 12.5 old shares). Based on the number of PAI Shares currently issued and outstanding of 128,500,616, it is expected that the Company will have approximately 14,277,846 post-Consolidation PAI Shares outstanding immediately prior to closing of the Proposed Transaction, resulting in the Company issuing approximately 62,678,641 PAI Shares (on a post-Consolidation basis) to the shareholders of Shift and HouseStack on closing of the Proposed Transaction.

In addition to the issuance of PAI Shares, on closing of the Proposed Transaction, Suman Pushparajah ("Pushparajah") will receive (i) a cash payment of $250,000; (ii) a promissory note (the "Note") issued by the Resulting Issuer with a principal amount of $250,000, accruing interest at an annual rate of 12%, and repayable upon the Resulting Issuer achieving positive cash flow for two consecutive years. Pushparajah shall have the option to convert the principal amount of the Note into PAI Shares at the issue price under the Financing (as described below); and iii) any additional funds beyond the above $500,000 advanced by way of a loan from Pushparajah or other parties into Shift and/or HouseStack shall be converted into PAI Shares at the issue price under the Financing.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (i) closing conditions customary to a transaction of the nature of the Proposed Transaction; (ii) receipt of regulatory approvals; (iii) conditional approval of the CSE; (iv) the completion of the Financing; (v) effecting the Consolidation; and (vi) other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction, the Financing, the Consolidation, or the reconstitution of the Resulting Issuer's Board of Directors will be completed as proposed or at all.

Private Placement Financing

As part of the Proposed Transaction, an equity financing (the "Financing") will be completed for gross proceeds of a minimum of $1,500,000 through the issuance of subscription receipts (the "Subscription Receipts") at a price of $0.10 per Subscription Receipt. The funds from the Subscription Receipts will be held in escrow until the closing of the Proposed Transaction and the satisfaction of certain escrow release conditions (collectively, the "Release Conditions"). Each Subscription Receipt, upon satisfaction of the Release Conditions, will automatically convert into one (1) post-Consolidated Resulting Issuer Share and one (1) transferable share purchase warrant (a "Warrant"), subject to adjustment in certain events. Each Warrant will entitle the holder thereof to purchase one post-Consolidated Resulting Issuer Share at an exercise price of $0.15 per share for a period of 24 months from the closing date of the Proposed Transaction, provided that, if, following four months and a day after the closing date of the Proposed Transaction, the volume weighted average price of the common shares on the CSE is equal to or greater than $0.30 for any 10 consecutive trading days, the Resulting Issuer may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.

The Financing will be conducted on a non-brokered private placement basis and finder's fees may be paid on all or a portion of the Financing, which would be 7% cash and 7% warrants, with each warrant exercisable into a post-Consolidated Resulting Issuer Share at an exercise price of $0.15 per share. Any cash finder fees and warrants will only be payable and issuable upon satisfaction of the Release Conditions.

The net proceeds of the Financing will be used for the $250,000 cash payment due on closing of the Proposed Transaction, development costs for Shift and HouseStack and general working capital purposes.

Board and Management of the Resulting Issuer

If the Proposed Transaction is completed, it is expected that (i) the Board of Directors of the Resulting Issuer will be comprised of Suman Pushparajah, Sana Srithas,Etienne Grima and Rob Barlow, and (ii) the executive management of the Resulting Issuer will be comprised of Suman Pushparajah (CEO), Khurram Qureshi (CFO and Corporate Secretary) and Sana Srithas (COO).

Suman Pushparajah, Chief Executive Officer and Director - Suman is a seasoned public company executive and technology entrepreneur with over 15 years of experience building, scaling, and leading innovative ventures. Since 2008, he has worked at the intersection of technology and mobility, launching and growing platforms across software, ESG, and digital services.

Most recently, Suman served as Chief Executive Officer and Board Director of a TSX-listed company, where he led the organization through a critical phase of restructuring and strategic expansion. During his tenure, he successfully raised capital, completed multiple acquisitions, and scaled the company's technology portfolio across emerging sectors. Suman is recognized for his ability to execute in high-growth environments, with a track record of delivering results in both private and public market settings. His leadership blends operational execution, regulatory oversight, and long-term strategic vision-driving value for investors, customers, and partners alike.

Khurram Qureshi, Chief Financial Officer and Corporate Secretary - Khurram brings over 25 years of experience in accounting and corporate finance. As a Chartered Professional Accountant, he has held senior positions with several small to medium-sized public companies and has been a key member of several merger and acquisition teams. Khurram is the Chief Financial Officer of Everybody Loves Languages Inc. and a partner at CQK LLP, Chartered Professional Accountants.

Sana Srithas, Chief Operating Officer and Director - Sana is the Co-Founder of Shift Technologies and HouseStack, and a proven leader at the intersection of technology, public service, and operations. A graduate of the University of Toronto Scarborough and former Student Union President, Sana began her career in government, serving as Chief of Staff to a Member of Parliament in the Canadian Parliament. Her early work in politics equipped her with a strong foundation in leadership, communications, and stakeholder engagement.

Transitioning into the private sector, Sana quickly rose through the ranks-starting as a Regional Manager at a fast-growing tech startup and eventually becoming Director of Operations at a TSX Venture-listed company. In that role, she played a key part in scaling operations, managing teams across Canada, and serving as the official media spokesperson for the public company.

Today, Sana co-leads Shift Technologies, an AI-powered fleet and asset management platform, and HouseStack, a real estate technology company redefining how data is used in valuations and transactions. She is known for her hands-on leadership style, strategic thinking, and ability to navigate both the public and private sectors with impact.

Etienne Grima, Director - Etienne has over 22 years of experience in basic and clinical research administration, business development and strengthening corporate performance. Recognized for a unique and multidisciplinary approach to overseeing operational performance and fiscal resources, Etienne joined the Board of Directors of CardioComm in December of 2006. In January of 2008 he was requested to serve as the CardioComm's Chief Financial Officer and Corporate Secretary during a period of organizational restructuring. In May of 2010 he accepted the position of Chief Executive Officer of CardioComm.

Etienne has also held the position of Chief Operating Officer and Financial Officer for the Canadian Heart Research Centre (CHRC) since its start in 1996 and a similar role in MD Primer Inc. since 2004.

Prior to the CHRC, Etienne managed the St. Michael's Hospital (SMH) Health Sciences Research Centre in Toronto. Etienne guided SMH to become the fastest growing University of Toronto affiliated research center between 1994 and 1997, acting as the signing officer on 350 externally funded clinical and basic research budgets, and overseeing the design, construction and maintenance of 27,000 square feet of clinical and basic research laboratories.

Robert Barlow, Director - Rob is a seasoned technology executive with over 25 years of experience scaling companies in SaaS, AI, IoT, telecom, and industrial technology. He is Managing Partner of RevQuotient, providing strategic advisory, board governance, and interim executive leadership to venture-backed and growth-stage firms. Rob previously served as CEO of 6Harmonics, a manufacturer of edge compute and communications devices, and was the Founder and CEO of WireIE, a telecom operator delivering broadband to underserved markets across the Americas. He currently leads Business Development at Micro Interface Design (MID Group), focused on commercializing industrial and health tech solutions. Rob is a former board member of the Canadian Wireless Telecommunications Association.

About Shift Technologies Canada Inc.: AI-Driven Fleet & Asset Management Platform

Shift is a privately owned company incorporated federally under the laws of Canada on October 12, 2023. Pushparajah owns 90 % of the shares of Shift.

Shift is an AI-powered fleet and asset management platform designed to optimize vehicle operations, access real-time asset tracking, reduce downtime, and enhance workforce productivity across multiple industries. By leveraging real-time data, predictive analytics, and AI automation, Shift provides enterprise businesses and government entities with a comprehensive solution to manage fleets and assets efficiently.

Key Features of Shift:

• Real-Time Asset Tracking - Monitor movement and utilization of fleet and assets with live updates.

• AI-Powered Inspections - Automated damage detection and compliance checks across all assets.

• Driver & Operator Behavior Monitoring - AI-driven insights into performance, safety, and efficiency.

• AI Dashcams & Assistance - Real-time video analysis, alerts, and risk mitigation.

• Intelligent Routing & Automation - AI-enhanced route planning, dispatch, and data-driven optimization.

• Work Order Management & Optimization - AI-powered work order scheduling, compliance tracking, and operational efficiency.

• Predictive Maintenance - AI-driven analytics to reduce downtime and optimize maintenance cycles.

Learn more at www.shiftfleet.ai

About CloudRep: AI Agent Workforce for Business Automation

CloudRep is a division of Shift and HouseStack.

CloudRep is transforming workforce automation with AI-powered voice and text agents designed to enhance productivity, streamline operations, and optimize business workflows. Our AI agents integrate seamlessly with enterprise data, enabling businesses to automate complex tasks while improving efficiency and customer engagement. CloudRep offers both AI Voice Agents and AI Chatbots, delivering intelligent automation for customer interactions, call management, and enterprise workflows.

Key Features of CloudRep:

• AI Agent Creation - Train AI agents using company documents, industry regulations, and structured data.

• Call Management - Automate inbound/outbound calls, handle customer inquiries, and streamline workflows.

• Automated Notifications & Transfers - Send SMS/email follow-ups and enable seamless call transfers.

• Calendar & Appointment Scheduling - AI-powered scheduling, rescheduling, and event coordination.

• CRM & ERP Integration - Embed AI agents into enterprise applications for data-driven automation.

Learn more at www.cloudrep.ai

About HouseStack Holdings Inc.: Real Estate Intelligence Platform

HouseStack is a privately owned company incorporated federally under the laws of Canada on December 11, 2023. Pushparajah owns 90 % of the shares of HouseStack.

HouseStack is transforming the real estate industry with Real Estate Intelligence Platform which includes AI-driven Automated Valuation Models (AVM) and a next-generation digital brokerage platform. By leveraging advanced machine learning and big data analytics, HouseStack empowers buyers, sellers, and real estate professionals with instant property valuations, predictive market insights, and a seamless digital transaction experience.

Key Features of HouseStack:

• HouseFax - Instant, data-driven property valuations for accurate pricing.

• Market Intelligence & Predictive Analytics - AI-driven insights into pricing trends, market shifts, and investment opportunities.

• LiLA Conversational AI Chatbot - AI-powered chatbot to help users search, compare, and analyze real estate listings.

Learn more at www.housestack.ai

A summary of selected financial information of Shift and HouseStack which have combined financials (given common control for the two entities), for the years ended December 31, 2024 and December 31, 2023 is set out below.

The above financial information is unaudited but Shift and HouseStack are currently in the process of obtaining audited financials.

Company Contact:

Khurram Qureshi, Chief Financial Officer
Mobile: 647-831-1462
Email: [email protected]

About Predictiv AI Inc.

Predictiv AI Inc. ("Predictiv AI" or "PAI"), www.predictiv.ai, is a technology company which has helped businesses and organizations make smarter decisions using advanced artificial intelligence, deep machine learning and data science techniques. The Company's R&D division, AI Labs Inc., a wholly-owned subsidiary of PAI, has developed new products that solve real-world business problems.

Forward Looking Statements

This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the expected results of the Proposed Transaction; completion of the transactions contemplated by the LOI and the anticipated timing thereof; completion of the Financing and the anticipated timing thereof and the expected use of proceeds from the Financing. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.

The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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

SOURCE: Predictiv AI, Inc.

View the original press release on ACCESS Newswire

D.Cameron--SMC