Spetz Announces Closing of First Tranche of Previously Announced $10,000,000 Private Placement

TORONTO, ON / ACCESS Newswire / May 28, 2025 / SPETZ INC. (the “Company” or “Spetz“) (CSE:SPTZ)(OTC PINK:DBKSF) is pleased to announce that it has held the closing of the first tranche of its previously announced non-brokered private placement (the “Private Placement“) at which it issued 14,702,617 units (the “Units“) at a price of $0.50 per Unit, for gross proceeds of $7,351,308.50. Each of the Units is comprised of one common share and one-half of a common share purchase warrant (the “Warrants“) of Spetz. Each whole Warrant entitles its holder to acquire one additional common share of Spetz at a price of $0.75 for a period of 24 months from the closing date. The Private Placement was described in the press releases of the Company disseminated on March 24, 2025 and May 12, 2025. The net proceeds from the Private Placement will be used for general working capital purposes, validator expansion, and growth initiatives within the blockchain infrastructure sector.

“We’re excited to announce the closing of this first tranche and the strong support we’ve received from a high-caliber group of investors,” said Mitchell Demeter, CEO and Director of Spetz Inc and Sonic Strategy. “These funds will enable the Company to acquire Sonic tokens, launch validator infrastructure to help secure the Sonic network, and deploy capital into DeFi strategies within the Sonic ecosystem. We’re especially pleased to have participation from key backers including Canaccord Genuity Financial, Russell Star, previously of DeFi Technologies, Haywood Securities, and Sonic Labs.”

Additional closings of the Private Placement may be held until June 23, 2025, subject to the issuance of a maximum of an additional 5,297,383 Units at a price of $0.50 per Unit, for total maximum additional gross proceeds of $2,648,691.50.

In connection with the Private Placement, Spetz paid cash commissions to seven (7) securities dealers in an aggregate amount of $315,812. In addition, Spetz granted non-transferable finders’ warrants (the “Finder’s Warrants”) to seven (7) securities dealers entitling them to acquire up to an aggregate of 719,524 additional common shares of Spetz at a price of $0.75 per share for a period of 24 months form the closing date.

All of the foregoing securities are subject to a hold period of four months and day expiring on September 29, 2025.

Related Party Transaction

Michael Kron, a director of the Company, purchased 100,000 Units at a price of $0.50 per Unit for a consideration of $50,000 (representing approximately 0.22% of the issued and outstanding common shares of the Company following the closing of the Private Placement). Immediately after the closing of the Private Placement, Mr. Kron owned, directly, 115,704 common shares of the Company, 50,000 Warrants and 10,000 stock options of the Company.

Mr. Kron is considered a “related party” and an “insider” of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units to Mr. Kron constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as the Company’s securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and that the fair market value of the Units issued to Mr. Kron under the Private Placement, does not exceeds 25% of the Company’s market capitalization. The Company did not file a material change report with respect to the participation of Mr. Kron at least 21 days prior to the closing of the Private Placement as Mr. Kron’s participation was not determined at that time.

Mr. Kron, a director of the Company, has disclosed his interest to the Board of the Directors of the Company pursuant to Section 132 of the Business Corporations Act (Ontario) to the effect that he may participate in the Private Placement and subscribe to Units. The terms of the Private Placement and the agreements relating thereto were submitted to and unanimously approved by way of a written resolution adopted by all the directors of the Company other than Mr. Kron. Mr. Kron did not vote on the resolution to approve the Private Placement and the agreements relating thereto. The remaining directors determined that the Private Placement was in the best interest of the Company.

About Spetz Inc.
Spetz Inc. is a multinational technology company operating at the intersection of AI-driven marketplaces and blockchain infrastructure. The Company owns and operates the Spetz application, an AI-powered platform connecting consumers with service providers, as well as Sonic Strategy, a blockchain staking and infrastructure company supporting the Sonic ecosystem.

Spetz Website: www.spetz.app
Sonic Strategy Website: www.sonicstrategy.io
Spetz Investor information: https://investor.spetz.app/

Company Contacts:

NEITHER THE CANADIAN SECURITIES EXCHANGE, NOR THEIR REGULATION SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Note Regarding Forward-looking Statements
Certain information herein constitutes “forward-looking information” under Canadian securities laws, reflecting management’s expectations regarding objectives, plans, strategies, future growth, results of operations, and business prospects of the Company. Words such as “may”, “plans,” “expects,” “intends,” “anticipates,” “believes,” and similar expressions identify forward-looking statements, which are qualified by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are based on a number of estimates and assumptions that, while considered reasonable by management, are subject to business, economic, and competitive uncertainties and contingencies. The Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected outcomes. Factors influencing these outcomes include economic conditions, regulatory developments, competition, capital availability, and business execution risks. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including, the closing of additional tranches of the Private Placement, how the Company will use of the net proceeds of the Private Placement or if any Warrants or Finder’s Warrants will ever be exercised.

The forward-looking information contained in this press release represents Spetz’s expectations as of the date of this release and is subject to change. Spetz does not undertake any obligation to update forward-looking statements, except as required by law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

We seek Safe Harbor.

SOURCE: Spetz Inc

View the original press release on ACCESS Newswire