Trilogy Announces LIFE Offering

Vancouver, British Columbia–(Newsfile Corp. – October 3, 2024) – Trilogy AI Corp. (CSE: TRAI) (OTCQB: TRAIF) (FSE: Y920) (formerly, Ambari Brands Inc.) (the “Company“) is pleased to announce a non-brokered private placement offering of up to 3,333,333 units of the Company (“Units“) at a price of C$0.09 per Unit (the “Offering Price“), for aggregate proceeds of up to C$300,000 (the “LIFE Offering“).

Each Unit will be comprised of one common share of the Company (a “Common Share“) and one-half Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “Warrant Share“) at an exercise price of C$0.15 for 24 months following the completion of the LIFE Offering.

The Units to be issued under the LIFE Offering will be offered to purchasers pursuant to the Listed Issuer Financing Exemption (the “LIFE Exemption“) under Part 5A of National Instrument 45-106- Prospectus Exemptions, in Alberta, British Columbia, and Ontario. The Units offered will not be subject to a hold period in accordance with applicable Canadian securities laws.

There is an offering document (the “Offering Document“) related to the LIFE Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.com. Prospective investors of the Units should read the Offering Document before making an investment decision.

The Company intends to use the net proceeds from the LIFE Offering for working capital and general corporate purposes, as more specifically described in the Offering Document. The LIFE Offering is scheduled to close on or about October 15, 2024, or such other date that is within 45 days from October 03, 2024, as the Company may agree (the “Closing Date“). The LIFE Offering remains subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE.

The securities to be offered pursuant to the LIFE Offering, and sale of the Additional Units, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Trilogy AI Corp.

Trilogy AI Corp. is a company committed to transforming the beauty industry through its AI beauty technology “Scarlett”.

On Behalf of the Board of Directors,

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Cautionary Note on Forward-Looking Information

This release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation based on current expectations, estimates, forecasts, projections, beliefs and assumptions made by management of the Company. Forward-looking information is generally identified by words such as “believe”, “project”, “aim”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, and similar expressions and, in this news release, includes statements relating to the terms and completion of the LIFE Offering, the use of proceeds of the LIFE Offering, the receipt of CSE approval in respect of the LIFE Offering, the financial and business prospects of the Company, its assets and other matters. Although the Company believes that the expectations and assumptions on which such forward-looking information are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking information in this news release. The forward-looking information included in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

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