Predictiv AI Closes Private Placement Financing and Shares For Debt Transaction

Toronto, Canada, May 21, 2024 – Predictiv AI Inc. (TSX-V: PAI.H; OTC: INOTF; FSE: 71TA) (“Predictiv AI” or the “Company”), www.predictiv.ai, announces that it has completed its previously announced non-brokered private placement (the "Private Placement") of 10,000,000 units of the Company ("Units") at a price of $0.02 per Unit for total gross proceeds of $200,000. Each Unit consists of one common share (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable for one additional Common Share at an exercise price of $0.05 for a period of 24 months. If the volume weighted average price of the Common Shares is equal to or greater than $0.10 for any 10 consecutive trading days, the Company 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. All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months from the date of issuance.

Predictiv AI also completed its previously announced debt settlement with certain creditors of the Company (the "Creditors"), pursuant to which Predictiv AI has issued to the Creditors an aggregate of 25,000,000 Common Shares at a price of $0.02 per Common Share in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $500,000 (the "Debt Settlement"). All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months from the date of issuance.

Multilateral Instrument 61-101

Pursuant to the Debt Settlement, the Company has issued an aggregate of 10,593,619 Common Shares to officers of the Company ("Insiders"), constituting, to that extent, a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Insiders participation in the Debt Settlement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Debt Settlement nor the securities issued in connection therewith, in so far as the Debt Settlement involves Insiders, exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement as the details of the Debt Settlement and the participation therein by the Insiders were not settled until recently and the Company wishes to close on an expedited basis for sound business reasons.

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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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