Cosigo Resources Ltd. — Capital/Financing Update 2023

Aug 30, 2023

Form 51-102F3 Material Change Report Item 1. Name and Address of Company Fobi AI Inc. (the “ Company ”) 560 Beatty Street, #200 Vancouver, British Columbia V6B 2L3 Item 2. Date of Material Change August 22, 2023 Item 3. News Release News Releases dated August 22, 2023 was disseminated through GlobeNewswire. Item 4. Summary of Material Change The Company announced a non-brokered private placement financing of up to 13,636,363 units of the Company at a price per unit of C$0.22 for aggregate gross proceeds of up to approximately C$3,000,000. Each unit shall consist of one (1) common share in the capital of the Company and one-half of one (1/2) common share purchase warrant. Each warrant shall be exercisable to acquire one (1) additional common share in the capital of the Company at an exercise price of C$0.30 until thirty-six (36) months from the date of issuance of the warrants, subject to an accelerated expiry date.

The units issuable pursuant to the offering will be offered for sale to purchasers resident in Canada (other than Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions whereby the securities issued under the offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

Item 5.1 Full Description of Material Change

The Company announced a non-brokered private placement financing (the “ Offering ”) of up to 13,636,363 units of the Company (“ Units ”) at a price per Unit of C$0.22 for aggregate gross proceeds of up to approximately C$3,000,000. Each Unit shall consist of one (1) common share in the capital of the Company (a “ Common Share ”) and one-half of one (1/2) common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant shall be exercisable to acquire one (1) additional common share in the capital of the Company at an exercise price of C$0.30 until the earlier of: (i) thirty-six (36) months from the date of issuance of the Warrants; and (ii) in the event the volume weighted average price of the Common Shares on the TSX Venture Exchange (the “ TSXV ”) for any continuous 10 trading day period meets or exceeds $0.50 following the closing of the Offering (the “ Acceleration Condition ”), the date that is thirty (30) days following the issuance of a news release by the Company announcing the acceleration of the expiry of the Warrants, which such news release may be issued at any time following the trigger of the Acceleration Condition (the “ Acceleration Right ”). For avoidance of doubt, the Company shall not be obligated to exercise the Acceleration Right at any time.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”), the Units issuable pursuant to the Offering will be offered for sale to purchasers resident in Canada (other than Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “ Listed Issuer Financing Exemption ”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued under the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

The offering document related to the Offering can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.fobi.ai.

The Company may engage one or more agents or finders in connection with the Offering and may pay such parties fees as may be agreed between the Company and such parties.

The Company intends to use the net proceeds of the Offering for product expansion and integration, market expansion and general working capital and corporate expenses.

The closing of the Offering is expected to occur on or about September 1, 2023, or such other date or dates as the Company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the TSXV.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

• Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

• Item 7. Omitted Information

Not applicable.

• Item 8. Executive Officer

Rob Anson, Chief Executive Officer Telephone: +1 877-754-5336

• Item 9. Date of Report

August 29, 2023

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