Star Metro - Snipp Interactive Inc. Enters Into a $4.5 Million Secured Convertible Debenture Financing Led by Shen Capital

Closing of the Offering remains subject to customary closing conditions, including the receipt of the conditional approval of the TSX Venture Exchange (the "TSX-V").

The Offering is being conducted pursuant to applicable prospectus exemptions under Canadian securities laws and may include subscriptions from Canadian and U.S. accredited investors.

Terms of the Debentures: The Debentures bear interest at a rate of 3.45% per annum (calculated as simple interest) and mature on the date that is three (3) years from the date of issuance (the "Maturity Date"). Interest is payable quarterly; however, the first four quarterly interest payments are deferred and payable in a lump sum on the 12-month anniversary of the closing date.

The Debentures are secured by a first-ranking security interest in all present and after-acquired property of the Company and are guaranteed by its material subsidiaries, Snipp Interactive Inc. (Delaware) and Snipp Interactive Limited (Ireland).

Conversion Terms: The principal amount of the Debentures will be convertible, at the option of the holder, into units of the Company ("Units") at a conversion price (the "Conversion Price") equal to: (a) until the first year anniversary of the date of issuance of the Debentures, at $0.08 per Unit, (b) at any time after the first year anniversary, at $0.10 per Unit, or (c) from and after the effective date of the Company completing the Consolidation (as defined below), the Conversion Price shall be adjusted by multiplying $0.08, by a fraction: (i) the numerator of which shall be the number of outstanding common shares of the Company ("Common Shares") prior to the Consolidation; (ii) the denominator of which shall be the number of outstanding Common Shares after the Consolidation; and (iii) from and after the effective date of the Consolidation, the number of Units issuable upon the conversion of the Debentures shall be simultaneously adjusted by multiplying the number of Units issuable upon the conversion of the Debenture in effect immediately prior to the Consolidation by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Conversion Price in clause (c); and as may be further adjusted from time to time pursuant to the terms of the Debenture.

Each Unit will consist of one (1) Common Share and one (1) Common Share purchase warrant (a "Warrant").

Warrant Terms: Each Warrant will entitle the holder to purchase one additional Common Share at an exercise price of $0.12 per Common Share for a period of 60 months from the date of issuance of the Debentures.

Forced Conversion and Acceleration:

• Debentures: Commencing 12 months after the closing date, if the volume-weighted average trading price ("VWAP") of the Common Shares on the TSX-V equals or exceeds $0.20 for 30 consecutive trading days, the Company may force the conversion of the outstanding principal amount into Units.

• Warrants: Commencing 9 months after the issuance of such warrants, if the VWAP of the Common Shares on the TSX-V equals or exceeds $0.25 for 30 consecutive trading days, the Company may accelerate the expiry date of the Warrants to a date that is 30 days following notice to the holders, provided that any such acceleration shall be nullified in the event that the closing price for the Common Shares on the TSX-V is less than $0.23 on any trading day during the notice period.

Strategic Investors: The Offering will be led by Shen Capital who has agreed to subscribe for $3,500,000 principal amount of the Debentures through its affiliated entities, Lark Investments Inc. ("Lark Investments") has agreed to subscribe for $900,000 principal amount of the Debentures, and Atul Sabharwal, the Company's CEO and director, has agreed to subscribe for $100,000 principal amount of the Debentures.

Shareholder Approval of Control Persons: As a result of the Offering, upon the conversion of the Debentures and/or the exercise of the Warrants, each of Shen Capital and Lark Investments may become a "Control Person" of the Company (as defined in the policies of the TSX-V). As previously announced, the Company obtained disinterested shareholder approval for the potential creation of certain Control Persons at its Annual General & Special Meeting held on January 9, 2026 (the "Meeting").

Board Appointment: Pursuant to a side letter agreement with the Lead Investor, the Company intends to appoint Mr. Martin Shen to its Board of Directors, effective as of the closing date of the Offering. Mr. Shen is the Co-Founder and General Partner of Shen Capital.

Share Consolidation: The Company has agreed to implement a consolidation (reverse split) of its Common Shares on the basis of at least one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares (the "Consolidation") within 12 months of the closing date, subject to TSX-V approval. Shareholders approved the proposed Consolidation at the Meeting.

Related Party Transaction: The intended participation of Lark Investments, a current shareholder owning more than 10% of the Common Shares of the Company, and Atul Sabharwal, a director and officer of the Company (together, the "Related Parties"), in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, specifically sections 5.5(a) and 5.7(1)(a), as the fair market value of the transaction, insofar as it involves the Related Parties, does not exceed 25% of the Company's market capitalization.

Regulatory Matters: Closing of the Offering is subject to customary closing conditions, including conditional approval of the TSX-V. Upon closing, all securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the closing date under applicable Canadian securities laws. The Debentures, Common Shares and Warrants will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption.

About Snipp:

Snipp Interactive Inc. (TSXV:SPN)(OTC PINK:SNIPF) is a leading Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector. Snipp's proprietary and modular SnippCARE (Customer Acquisition, Retention & Engagement) Platform allows its marquee list of Fortune 500 clients and world-class agencies and partners to use various modules of the Platform to run long-term and short-term programs and promotions, while continually generating and capturing unique zero party data that is invaluable in providing insights to drive sales. SnippCHECK, the Platform's Receipt Processing Module has established itself as an industry leader and standard by powering a large majority of all receipt-based promotions in North America. SnippLOYALTY, the Platform's full scale modular loyalty engine allows clients the flexibility of deploying any/all aspects of a standard loyalty program on a case-by-case basis. SnippREWARDS, the Platform's modular catalogue of digital and physical rewards provides clients with global and easily deployable access to an extensive catalogue of digital and physical rewards. SnippWIN, the Platform's gaming module solves for the implementation and compliance difficulties of offering games of chance and skill on a global basis and allows for the global deployment and administration of legally compliant games of chance and skill. For more information, visit Snipp's website at www.snipp.com and its profile on SEDAR+ at www.sedarplus.ca.

Snipp is headquartered in Vancouver, Canada with a presence across the United States, Canada, Ireland, Europe, and India. Snipp is publicly listed on the TSX Venture Exchange in Canada and is also quoted on the OTC Pink marketplace under the symbol SNIPF.

FOR FURTHER INFORMATION PLEASE CONTACT:

Snipp Interactive Inc.
Malcolm Davidson
Chief Financial Officer (Interim)
[email protected]
1-888-99-SNIPP

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.

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.

Copyright Snipp Interactive Inc. All rights reserved. All other trademarks and trade names are the property of their respective owners.

SOURCE: Snipp Interactive Inc.

View the original press release on ACCESS Newswire

P.M.Martin--SMC