Predictiv AI Announces Private Placement Financing & Proposed Shares For Debt Transaction

Toronto, Canada, March 19, 2024 – Predictiv AI Inc. (TSX-V: PAI.H; OTC: INOTF; FSE: 71TA) (“Predictiv AI” or the “Company”), www.predictiv.ai, announces a non-brokered private placement of up to 12,500,000 units (the "Units") at $0.02 per Unit for gross proceeds of up to $250,000 (the "Offering"). Each Unit is comprised of one common share of Predictiv AI ("Share") and one share purchase warrant ("Warrant"). Each Warrant will entitle the holder to acquire one additional Share of the Company at an exercise price of $0.05 per Share for a period of 24 months from the date of issuance. If the volume weighted average price of the Shares on the TSXV NEX is equal to or greater than $0.10 for any 10 consecutive trading days, four months and a day after the closing of the Offering, Predictiv AI 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.

In addition, Predictiv AI is proposing to enter into debt settlement agreements with debt holders as well as certain officers, directors and consultants of the Company to convert an aggregate of $500,000 in payables. The Company intends to issue debt settlement shares in order to preserve working capital to fund operations. Predictiv AI plans to issue an aggregate of 25,000,000 debt settlement shares at a deemed issuance price of $0.02 per debt settlement share in satisfaction of loans outstanding and payables owing.

The debt settlement shares will be issued in reliance on certain prospectus exemptions available under Canadian securities legislation and will be subject to a four-month hold period from the date of issuance.12,152,990 of the proposed debt settlement shares are proposed to be issued to insiders of the Company (the "Insiders"). Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the settlement of such payables will constitute a "related party transaction" as the Insiders are considered to be related parties to Predictiv AI. The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to, and the consideration received from the Insiders will not exceed 25% of the Predictiv AI's market capitalization. The settlement of the payables has been approved by all of the directors of the Company.

Conversion of the payables and issuance of the debt settlement shares is subject to the acceptance of the TSX Venture Exchange NEX ("TSXV"). There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.

Facebook: https://www.facebook.com/PredictivAI/
Twitter: https://twitter.com/predictivai
LinkedIn: https://www.linkedin.com/company/predictivai/

Company Contact:
Khurram Qureshi
Mobile: 647.831.1462
Email: kqureshi@predictiv.ai

About Predictiv AI Inc.
Predictiv AI Inc. www.predictiv.ai is a technology company which helps businesses and organizations make smarter decisions using advanced artificial intelligence, deep machine learning and data science techniques. Its Weather Telematics Inc. subsidiary uses patented air quality monitoring sensors to provide predictive weather risk information to the insurance, logistics, fleet management and public safety sectors. The Company’s R&D division, AI Labs Inc., develops new products that solve real-world business problems. Due to financial constraints, Predictiv AI’s operations have been put on hold.

Cautionary and Forward-Looking Statements
Statements contained in this news release, which are not historical facts, are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results of the Company to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to other factors referenced in the Company's other continuous disclosure filings, which are available at sedarplus.ca. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.

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