Fobi AI Inc. (TSXV:FOBI) entered into a non-binding letter of intent to acquire Passworks, S.A. on December 8, 2021. Fobi AI Inc. entered into a share purchase agreement to acquire Passworks, S.A. for €0.5 million on January 13, 2022. Under the terms, Fobi AI will pay €0.4 million initial Payment in Shares, subject to applicable laws and approval of the TSXV at the time of issuance and additional €0.1 million earn out payable in common shares, subject to achievement of certain revenue targets before the first anniversary of the Closing Date.

All Consideration Shares will be subject to a hold period of four months and one day from the date of issuance of which 20% of the Consideration Share will be released on the applicable date of issuance, 20% will be released 3 months from the applicable date of issuance, 30% will be released 6 months from the applicable date of issuance, and 30% will be released 9 months from the applicable date of issuance. On the Closing Date, Fobi AI will lend the aggregate amount of €0.23 million in cash. The transaction is subject to customary items, including satisfactory due diligence by both parties, completion of definitive agreements in respect of the Transaction and exchange approval, if required, and is expected to be completed by late December or early January of 2022.