Wisr AI Systems Inc. Announces Closing of Amalgamation

Vancouver, British Columbia–(Newsfile Corp. – December 20, 2024) – WISR AI SYSTEMS INC. (formerly 1329310 B.C. Ltd.) (the “Company“) is pleased to announce that, further to its news releases dated December 10, 2024, and May 9, 2024, the closing of its previously announced amalgamation transaction with Wisr AI Solutions Inc. (“WisrAI“) by way of a three-cornered amalgamation pursuant to Section 269 of the Business Corporations Act (British Columbia) (the “Transaction“).

The Transaction

The Transaction was carried out by way of an amalgamation under the laws of the Province of British Columbia pursuant to the terms of an amalgamation agreement dated December 6, 2024 between the Company, 1514910 B.C. Ltd., a wholly owned subsidiary of the Company, and WisrAI. As a condition to the closing of the Transaction, on December 20, 2024 the Company changed its name from 1329310 B.C. Ltd. to Wisr AI Systems Inc. and consolidated its common shares on a 9.1584 to one basis (the “Consolidation“).

The former holders of WisrAI common shares have received post-Consolidation common shares in the capital of the Company (the “Common Shares“), resulting in the Company issuing an aggregate of 46,164,404 Common Shares to the former WisrAI shareholders. In addition, an aggregate of 6,599,517 common share purchase warrants of WisrAI have been exchanged for economically equivalent securities of the Company. In connection with the Transaction the Company settled $180,000 of debt with certain creditors through the issuance of 1,200,000 Common Shares at a price of $0.15 per Common Share (the “Debt Conversion“).

The Transaction resulted in the Common Shares being held as follows: (i) 46,164,404 Common Shares (approximately 92.6%) held by former WisrAI shareholders; and (ii) 3,666,664 Common Shares (approximately 7.4%) held by existing Company shareholders following the completion of the Debt Conversion.

Management and Board

Following completion of the Transaction, management of the Company is now comprised of Robert Goehring (CEO and Director), Cameron Shippit (CFO and Corporate Secretary), Trumbull Fisher (Director), Charles Abel (Director), Richard Paolone (Director) and Riccardo Forno (Director).

Below is a brief biography of the members of the board of directors and management of the Company:

Robert Goehring – Chief Executive Officer and Director

Robert Goehring is a serial entrepreneur with over 20 years of experience founding and running private and public software and hardware companies in telecom, marketing tech, SaaS and financial services. Prior to becoming the CEO of WisrAI, he acted as the CEO of RewardStream Solutions Inc., a leader in referral and loyalty marketing (acquired by Buyapowa Ltd.). He also previously acted as the Chief Marketing Officer of TIO Networks Corp. (acquired by PayPal Holdings, Inc.) and was the co-founder of Contigo Systems Inc., an award-winning telematics company (acquired by Vecima Networks Inc.). Mr. Goehring is an advisor to several technology and AI companies, and sits on the Board of Directors of Railtown AI Technologies Inc. (CSE: RAIL).

Mr. Goehring obtained his MBA from Simon Fraser University in Marketing and Management Information Systems, is also the founding director of the AI Chief Executive Council for the BC Technology Industry Association, and is the Executive Director of the AI Network of British Columbia.

Cameron Shippit – Chief Financial Officer and Corporate Secretary

Cameron Shippit is a senior finance professional and capital markets leader with 35 years of experience as a Financial Advisor, Chief Financial Officer and Director of public companies. Mr. Shippit was a co-founder and CFO of ReSaaS Services Inc. (TSXV: RSS), where he helped raise $50M+ in capital markets funding.

Trumbell Fisher – Director

Trumbull Fisher has approximately 20 years of capital markets expertise in various capacities. In the past he served as a co-founder of the Canadian Sales and Trading operation of Casimir Capital, a former IIROC dealer. Upon leaving Casimir he co-founded Sui Generis, an offshore hedge fund, that was eventually sold to a Canadian asset manager where he acted as head of trading.

Mr. Fisher served as the President of CSE-listed New Wave Esports Corp., an Esports investment company, and the CEO of Green Shift Commodities Ltd., as well as a Partner and Director of Oak Street Partners, a real estate investment company. He has extensive experience in raising capital, advising businesses and managing successful teams in the capital markets industry.

Charles Abel – Director:

Charles Abel is a seasoned operator who has held senior finance and CFO positions for private and public companies, guiding them through many rounds of financing and multiple sales and M&A transactions. He also has significant experience with corporate governance and public filing requirements.

Mr. Abel is currently the VP Finance at BinaryStream, a leader in enterprise class Microsoft Dynamics solutions. His prior roles include CFO at RewardStream Solutions Inc. and 3TL Technologies Corp., both public companies, and CFO at Equicare Health and Sophiros Biro (NASDAQ: SPHS).

Richard Paolone – Director

Richard Paolone is a Toronto-based securities lawyer with extensive experience in corporate finance, securities law, and mergers and acquisitions. Mr. Paolone has represented numerous companies in both private and public offerings of debt and equity securities, showcasing his comprehensive understanding of capital markets and regulatory environments. His legal counsel has been pivotal to a number of successful M&A and go-public transactions, spanning diverse industries including mining, cannabis, carbon credits, oil and gas, technology, and plant-based food sectors.

In addition to his transactional work, Mr. Paolone has built a reputation as a trusted advisor to management teams and boards, ensuring legal and regulatory compliance while facilitating business growth. His broad experience also includes serving as a director or officer for several private and publicly traded companies, where he provide strategic insights and governance expertise to help guide their success in competitive markets.

Riccardo Forno – Director

Riccardo Forno has a general corporate/commercial and securities law practice with an emphasis on corporate finance, private equity, stock exchange listings, initial public offerings, capital pool company formations, qualifying transactions, and mergers and acquisitions. Mr. Forno has been a securities lawyer since 2009 actively assisting private and public issuers with their corporate finance and securities matters and has regularly assisted his public company clients with their continuous disclosure obligations and financial statement filings. Mr. Forno received his Bachelor of Laws in 2008 from the University of Ottawa and a Bachelor of Business Administration in International Business and Finance from The George Washington University in 2003 (Magna Cum Laude).

About WisrAI

WisrAI is privately-owned software development company, based in Vancouver, British Columbia, that is at the forefront of AI-driven risk assessment with its cutting-edge platform and proprietary models that harness global, custom, and enterprise data to accurately predict enterprise risk. By integrating a sophisticated data ingestion system and innovative Agent AI technology, WisrAI generates real-time, bespoke risk models and scores for enterprises and their vendor networks. This advanced capability ensures that organizations can efficiently meet the expanding demands of governance, risk, and compliance, securing a competitive advantage in managing enterprise risks effectively.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding, among other things, expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. This forward- looking information may be affected by risks and uncertainties in the business of the Company and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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