Metaguest.AI Announces Financing Progress and Terms Revision to Convertible Loan

Toronto, Ontario–(Newsfile Corp. – May 14, 2025) – Metaguest.AI Incorporated (CSE: METG) (“Metaguest” or the “Company”), the leading innovator of AI-driven concierge services, is pleased to announce the closing of the first tranche of its previously announced secured loan offering, alongside amendments to an existing secured convertible loan.

Closing of First Tranche of Secured Debentures

The Company has successfully closed the first tranche of its secured debentures, raising gross proceeds of $193,000. The debentures bear interest at 12% per annum and include a 12% loan advance fee, payable in 231,600 Class A Common Shares of METG at a price of $0.10 per share.

These debentures will be secured by a general security agreement over the Company’s assets and will rank pari passu with the Company’s existing secured convertible loan who’s details of amendment are outlined below.

Amendment to Existing Convertible Loan

The Company has also amended the terms of the original $235,000 secured convertible loan that was closed on February 6, 2024, and announced on February 8, 2024 (the “Convertible Loan”).

The amendments include:

• An extension of the maturity date of the Convertible Loan to May 14, 2026

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  A revision to the principal amount from $235,000 to $270,674

• A 12% amendment fee, payable by issuing 324,716 Class A Common Shares at $0.10 per share, and

• Participation in the first-ranking security, also for a 12% fee, payable by issuing 324,716 $0.10 Class A Common Shares

All other terms of the Convertible Loan remain unchanged.

The exiting Convertible Loan is with a private lender (the “Lender”), a company with common officers and directors of the Company.

The Convertible Loan with the Lender constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Convertible Loan under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61 101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the Lender, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101). For more information about Metaguest and its innovative digital concierge services, please visit http://www.metaguest.ai or please contact:

About Metaguest.AI Incorporated

Metaguest.ai Incorporated is a cutting-edge technology company that develops advanced AI platforms for the hospitality industry designed to enhance the guest experience. Our flagship products are comprehensive solutions that addresses all aspects of the guest journey, from pre-arrival to post-departure. Features include on-property e-commerce with electronic payments, real-time in-room service management, mobile check-out, personalized in-room controls, local experience/event bookings, virtual personal concierge and more. Guests engage in over 16 languages, on any connected device and without the need to download an app or visit a web site. By leveraging the platforms, hotels, resorts and short-term rental property owners can improve their operational efficiency, personalize the guest experience, increase revenue and overall customer satisfaction.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252199