Star Metro - Predictiv AI Enters Into Definitive Agreement to Acquire Shift Technologies and HouseStack Holdings

The Acquisition Agreement

On July 22,2025, Predictiv AI, Shift, HouseStack, Suman Pushparajah and Sana Srithas entered into an acquisition agreement (the "Acquisition Agreement") pursuant to which PAI will acquire all of the issued and outstanding shares of Shift and HouseStack from Suman Pushparajah and Sana Srithas, in exchange for the issuance of PAI common shares (on a post-Consolidation basis) (the "Resulting Issuer Shares") of the resulting issuer that will exist upon completion of the RTO Transaction (the "Resulting Issuer") in the aggregate amount of 62,678,641 Resulting Issuer Shares to Suman Pushparajah and Sana Srithas.

In connection with the closing of the RTO Transaction, Predictiv AI will consolidate its common shares (the "Consolidation") on a ratio of 1 new share for each 9 old shares. Based on the number of common shares currently issued and outstanding of 128,500,616, it is expected that the Company will have approximately 14,277,846 common shares outstanding post-Consolidation prior to completion of the RTO Transaction.

Completion of the RTO Transaction is subject to a number of conditions, including the requisite shareholder approval of the Consolidation and the Canadian Securities Exchange (the "CSE") approving the listing of the Resulting Issuer's common shares.

CSE Listing

It is a condition of closing of the RTO Transaction that the Resulting Issuer obtains a listing of its common shares on the CSE. In connection with the RTO Transaction, Predictiv AI 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 RTO 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 RTO Transaction and there is no certainty that the application will be approved.

The issuer is subject to TSXV Policy prior to delisting.

Shareholder Meeting

Predictiv AI has scheduled its annual and special meeting for September 10, 2025, at which time shareholders will be asked to approve the Consolidation and delisting from the TSX Venture Exchange, in addition to the annual meeting matters. PAI has set August 6, 2025, as the record date for shareholders entitled to vote at the Company's shareholder meeting.

Private Placement Financing

As part of the RTO Transaction, an equity financing (the "Financing") has been completed for gross proceeds of $1,642,000 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 RTO 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 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 Resulting Issuer Share at an exercise price of $0.15 per share for a period of 24 months from the closing date of the RTO Transaction, provided that, if, following four months and a day after the closing date of the RTO 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.

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

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.

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.

Learn more at www.cloudrep.ai

About HouseStack Holdings Inc.: Real Estate Intelligence Platform

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.

Learn more at www.housestack.ai

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") 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 RTO Transaction; CSE approval for listing of the Resulting Issuer; and, completion of the transactions contemplated by the Acquisition Agreement and the anticipated timing thereof. 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

Y.X. Gagnon--SMC