Trilogy Announces Life Offering

Vancouver, British Columbia–(Newsfile Corp. – December 16, 2024) – Trilogy AI Corp. (formerly, Ambari Brands Inc.) (CSE: TRAI) (OTCQB: TRAIF) (FSE: Y920) (the “Company“) is pleased to announce (i) a non-brokered private placement offering of up to 7,000,000 common shares in the authorized share structure of the Company (“Common Shares“) at a price of C$0.07 per Common Share, for aggregate proceeds of up to C$490,000 (the “LIFE Offering“), and (ii) an additional (non-LIFE) private placement (the “Private Placement“) offering of up to 5,000,000 Common Shares (the “Private Placement Shares“) at a price of C$0.07 per Private Placement Share for additional gross proceeds of up to approximately C$350,000. Purchasers of Common Shares under the LIFE Offering shall be required, as a condition to their subscription, to purchase, for every Common Share purchased under the LIFE Offering, 0.714 of one Private Placement Share.

Concurrent with the LIFE Offering and the Private Placement, the Company intends to complete an offering (the “Warrant Offering” and together with the LIFE Offering and the Private Placement, the “Offerings“) of up to 12,000,000 Common Share purchase warrants (the “Warrants“), at an issue price of C$0.05 per Warrant for additional aggregate proceeds of up to approximately C$600,000. Each Warrant entitles the holder to acquire one Common Share (a “Warrant Share“) at a price of C$0.05 for a period of 24 months from the date of issuance. The Warrants will only be exercisable if shareholders of the Company approve, by an ordinary resolution passed at a duly called meeting of shareholders or by written consent of the holders of not less than 51% of the then outstanding Common Shares, the issuance of all common shares issuable upon exercise of all of the Warrants.

The Common Shares to be issued under the LIFE Offering will be offered to purchasers pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106- Prospectus Exemptions, and 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.ca. Prospective investors of the Common Shares issued under the LIFE Offering should read the Offering Document before making an investment decision.

The Private Placement Shares and Warrants (and Warrant Shares if applicable) will be subject to a hold period of 4 months and one day from the date of issuance pursuant to applicable securities laws.

The Company intends to use the net proceeds from the Offerings for working capital and general corporate purposes, including as more specifically described in the Offering Document. The Offerings are scheduled to close, in one or more tranches, on or about December 23, 2024 (the “Closing Date“). The Offerings remain subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including any necessary regulatory approvals.

The securities to be offered pursuant to the Offerings 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 news release and does not accept responsibility for the adequacy or accuracy of this news release.

Cautionary Note on Forward-Looking Information

This news 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 conditions of the Offerings, the closing of the Offerings, the Closing Date of the Offerings, the use of proceeds of the Offerings, 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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