Tom Beckerman entered into an agreement to acquire remaining 45.4% stake in genifi inc. (TSXV:GNFI) for CAD 0.65 million on February 23, 2024. As of April 22, 2024, the Company entered into an amended and restated agreement continues to propose to complete a share consolidation and then compulsorily purchase of all common shares, other than the common shares held by Beckerman, but the cash consideration has increased from CAD 0.01 per pre-consolidation share to CAD 0.0115 per pre-consolidation common share. The increase to the proposed consideration resulted from updated information resulting from the preparation of the Company's audited annual financial statements for year ended December 31, 2023 as well as updated information provided since the date of the original privatization agreement.

Beckerman currently owns 78,774,781 common shares representing approximately 54.6% of the Company's outstanding common shares. The Company has 144,287,403 common shares issued and outstanding as at February 23, 2024, of which 65,512,622 common shares representing approximately 45.4% of the Company?s outstanding common shares are not owned by Mr. Beckerman. Tom Beckerman will purchase all common shares, other than the common shares already held by him, for cash consideration of CAD 0.01 per pre-consolidation common share.

Upon completion of the Transaction, Mr. Beckerman is expected to be the sole shareholder of the Company, which will then be delisted from the Exchange. The consideration payable to shareholders upon completion of the Transaction will be from the Company's cash on hand. The transaction is subject to a number of conditions including, but not limited to, receipt of all regulatory, third party consents, including the approval or acceptance from the TSXV, the D&O Insurance Coverage shall have been obtained in form acceptable to the Board and shareholder approvals.

If and when these conditions are satisfied, it is expected that the completion of the Transaction will be completed following the shareholders' meeting. A special committee of independent directors, comprised of Bill Maurin and Stephen Moore, was established to consider and make recommendations regarding the Transaction. Evans & Evans, Inc. acted as financial advisor and fairness opinion provider to special committee of Genifi.

Computershare Investor Services Inc. acted as depository to genifi. Rubinoff LLP acted as legal counsel to Genifi and the Special Committee of the Board.