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VANCOUVER, BC, Jan. 24, 2024 /CNW/ - MedBright AI Investments Inc. (CSE: MBAI) (OTCQB: MBAIF) ("MedBright" or the "Company"), is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. to act as sole bookrunner and lead agent (the "Lead Agent") in connection with the Offering (as defined below). The Lead Agent, on behalf of a syndicate including Beacon Securities Limited and PI Financial Corp., will assist the Company on (a) a "commercially reasonable efforts" agency basis private placement offering (the "LIFE Offering") of up to 6,994,887 units of the Company (the "LIFE Units") at a price of C$0.20 per LIFE Unit for gross proceeds of up to C$1,398,977.40; and (b) a "commercially reasonable efforts" agency basis private placement offering (the "Special Warrant Offering", and together with the LIFE Offering, the "Offering") of up to 7,000,000 special warrants of the Company (the "Special Warrants") at a price of C$0.20 per Special Warrant for gross proceeds of up to C$1,400,000. Each Special Warrant shall be exercisable for one unit of the Company (each, a "Special Warrant Unit", and together with the LIFE Units, the "Units") at no additional cost.

Each LIFE Unit will consist of one common share of the Company (a "Common Share") and one half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Special Warrant Unit will consist of one Common Share and one Warrant. Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") for a period of 24 months following the Closing Date (as defined below) at an exercise price of C$0.30 per Warrant Share. The Warrants will be issued pursuant to the terms of a warrant indenture to be entered into between the Company and a warrant trustee.

The LIFE Offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements (the "Exemption") in Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), whereby shares issued pursuant to the Exemption are freely tradeable listed equity securities not subject to any hold period (see below). The LIFE Offering will be conducted in all the provinces of Canada, except Québec, under the Exemption. The Special Warrant Offering will be conducted in all the provinces of Canada, except Québec, pursuant to the "accredited investor" exemption from prospectus requirements in Part 2.3 of NI 45-106. The Offering may be conducted in the United States pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the United States Securities Act of 1933, as amended (the "1933 Act"), subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The LIFE Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Special Warrant Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

There is an offering document relating to the LIFE Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at medbright.ai. Prospective investors should read the Offering Document before making an investment decision.

The net proceeds of the Offering will be used for business development, general working capital, other general corporate purposes, and sales and marketing activities as described in the Offering Document.

The Offering is anticipated to close on or about February 7, 2024 (the "Closing Date"), or such other date as may be agreed upon by the Company and the Lead Agent, and completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (the "Exchange").

This press 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.

About MedBright AI Investments Inc.

MedBright AI Investments is a capital allocator that invests in diversified industries, including technology, and healthcare. Investments may include equity, debt, or other securities of both public and private companies and control stake acquisitions. MedBright has a focus on significant near-term and midterm high-quality opportunities with strong return potentials while maintaining commitment to governance.

Cautionary Statement Regarding "Forward-Looking" Statements 

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including, without limitation, the anticipated closing of the Offering, on the anticipated terms or at all; the anticipated terms of the LIFE Units, the Special Warrants and the Warrants; the anticipated entry by the Company into a warrant indenture with a warrant trustee; the anticipated use of the net proceeds of the Offering; the anticipated receipt of all necessary approvals in respect of the Offering; and the Company's plans to generate returns for its shareholders through its portfolio of investments, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" or occur.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including, among other things, that the Offering will close on the anticipated terms or at all; that the LIFE Units, the Special Warrants and the Warrants will have the anticipated terms; that the Company will enter into a warrant indenture with a warrant trustee; that the Company will use the net proceeds of the Offering as anticipated; that the Company will receive all necessary approvals in respect of the Offering; and that the Company will be able to generate returns for its shareholders. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, the risks that the Offering will not close on the anticipated terms or at all; that the LIFE Units, the Special Warrants and the Warrants will not have the anticipated terms; that the Company will not enter into a warrant indenture with a warrant trustee; that the Company will not use the net proceeds of the Offering as anticipated; that the Company will not receive all necessary approvals in respect of the Offering; and that the Company's portfolio of investments will not generate returns for shareholders.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the Exchange nor any Market Regulator (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

SOURCE MedBright AI Investments Inc.

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