EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103
VANCOUVER, BC / ACCESS Newswire / February 23, 2026 / Snipp Interactive Inc. (“Snipp” or the “Company“) (TSXV:SPN)(OTC PINK:SNIPF), a Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector, is pleased to announce that it has completed its previously announced non-brokered private placement offering (the “Offering“) of senior secured convertible debentures (the “Debentures“) for aggregate gross proceeds of C$4,500,000 from a lead group of strategic investors (the “Strategic Investors“), which includes insider participation. The net proceeds of the Offering will be used to support the Company’s growth initiatives and for general working capital purposes. As previously announced on February 19, 2026, Shen Capital Partners Inc. (“Shen Capital” or the “Lead Investor“), through its affiliated entities, participated as lead investor in connection with the Offering.
“We’re pleased to welcome Shen Capital as a strategic sponsor. This investment reflects confidence in our platform and the opportunity set,” said Atul Sabharwal, CEO of Snipp Interactive Inc. “We look forward to working closely with Martin and the Shen Capital team as we continue to scale Snipp”.
“Snipp has earned the trust of leading global brands with a strong enterprise platform, and we believe the Company is well positioned for its next phase of growth,” said Martin Shen, General Partner at Shen Capital. “We’re excited to support management as an active, long-term partner, bringing best-in-class software operating practices, product discipline, and scalable execution to help build a durable, category-leading business.”
“The Company is also pleased to have the continued support of Lark Investments Inc., a long-standing shareholder of the Company, whose participation in this Offering reflects their ongoing confidence in Snipp’s strategic direction and growth potential” said Atul Sabharwal, CEO of Snipp Interactive Inc.
The Offering is being conducted pursuant to applicable prospectus exemptions under Canadian securities laws and may include subscriptions from Canadian and U.S. accredited investors.
Terms of the Debentures: As previously announced, the Debentures bear interest at a rate of 3.45% per annum (calculated as simple interest) and mature on the date that is three (3) years from the date of issuance (the “Maturity Date“). Interest is payable quarterly; however, the first four quarterly interest payments are deferred and payable in a lump sum on the 12-month anniversary of the closing date.
The Debentures are secured by a first-ranking security interest in all present and after-acquired property of the Company and are guaranteed by its material subsidiaries, Snipp Interactive Inc. (Delaware) and Snipp Interactive Limited (Ireland).
Conversion Terms: As previously announced, the principal amount of the Debentures is convertible, at the option of the holder, into units of the Company (“Units“) at a conversion price (the “Conversion Price“) equal to: (a) until February 23, 2027, at $0.08 per Unit, (b) at any time after February 23, 2027 at $0.10 per Unit, or (c) from and after the effective date of the Company completing the Consolidation (as defined below), the Conversion Price shall be adjusted by multiplying $0.08, by a fraction: (i) the numerator of which shall be the number of outstanding common shares of the Company (“Common Shares“) prior to the Consolidation; (ii) the denominator of which shall be the number of outstanding Common Shares after the Consolidation; and (iii) from and after the effective date of the Consolidation, then the number of Units issuable upon the conversion of the Debenture shall be simultaneously adjusted by multiplying the number of Units issuable upon the conversion of the Debenture in effect immediately prior to the Consolidation by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Conversion Price in clause (c); and as may be further adjusted from time to time pursuant to the terms of the Debenture.
Each Unit consists of one (1) Common Share and one (1) Common Share purchase warrant (a “Warrant“).
Warrant Terms: As previously announced, each Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.12 per Common Share for a period of 60 months from the date of issuance of the Debentures.
Forced Conversion and Acceleration: As previously announced:
Debentures: Commencing 12 months after the closing date, if the volume-weighted average trading price (“VWAP“) of the Common Shares on the TSX Venture Exchange (the “TSX-V“) equals or exceeds $0.20 for 30 consecutive trading days, the Company may force the conversion of the outstanding principal amount into Units.
Warrants: Commencing 9 months after the issuance of such warrants, if the VWAP of the Common Shares on the TSX-V equals or exceeds $0.25 for 30 consecutive trading days, the Company may accelerate the expiry date of the Warrants to a date that is 30 days following notice to the holders, provided that any such acceleration shall be nullified in the event that the closing price for the Common Shares on the TSX-V is less than $0.23 on any trading day during the notice period.
Strategic Investors: The Offering was led by Shen Capital which subscribed for $3,500,000 principal amount of the Debentures through its affiliated entities, Lark Investments Inc. (“Lark Investments“) subscribed for $900,000 principal amount of the Debentures, and Atul Sabharwal, the Company’s CEO and director, subscribed for $100,000 principal amount of the Debentures.
Early Warning Report – Shen Capital: Prior to the Offering, Shen Capital did not own any securities of the Company. The Debentures acquired by Shen Capital pursuant to the Offering are convertible or exercisable into an aggregate of 87,500,000 Common Shares (assuming the conversion in full of the Debentures and the exercise in full of the Warrants) representing approximately 23.3574% of the issued and outstanding Common Shares on a partially diluted basis, based on 374,613,829 Common Shares issued and outstanding (inclusive of the 87,500,000 Common Shares issued upon conversion or exercise of the Debentures and Warrants). As of the date hereof, the Company has 287,113,829 Common Shares issued and outstanding prior to the conversion or exercise of securities. For purposes of these figures, the calculations were based on the lowest Conversion Price, being $0.08 per share.
Shen Capital acquired the Debentures for investment purposes and may in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the early warning report will appear on the Company’s profile on SEDAR+ and may also be obtained by calling: (416) 725-4633 (905-130 Bloor Street West, Toronto, Ontario M5S 1N5).
Early Warning Report – Lark Investments: Prior to the Offering, Lark Investments had beneficial ownership and control over 53,152,060 Common Shares, representing approximately 18.51% of the Company’s issued and outstanding Common Shares at that time. The Debentures acquired by Lark Investments pursuant to the Offering are convertible or exercisable into an aggregate of 22,500,000 Common Shares (assuming the conversion in full of the Debentures and the exercise in full of the Warrants) representing approximately 24.4343% of the issued and outstanding Common Shares on a partially diluted basis, based on 309,613,829 Common Shares issued and outstanding (inclusive of the 22,500,000 Common Shares issued upon conversion or exercise of the Debentures and Warrants). As of the date hereof, the Company has 287,113,829 Common Shares issued and outstanding prior to the conversion or exercise of securities. For purposes of these figures, the calculations were based on the lowest Conversion Price, being $0.08 per share.
Lark Investments acquired the Debentures for investment purposes. Depending on market conditions and other factors, Lark Investments may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position. A copy of the early warning report will appear on the Company’s profile on SEDAR+.
Shareholder Approval of Control Persons: As a result of the Offering, upon the conversion of the Debentures and/or the exercise of the Warrants, each of Shen Capital and Lark Investments may become a “Control Person” of the Company (as defined in the policies of the TSX-V). As previously announced, the Company obtained disinterested shareholder approval for the creation of these two Control Persons at its Annual General & Special Meeting held on January 9, 2026 (the “Meeting“).
Board Appointment: Pursuant to a side letter agreement with the Lead Investor, the Company is pleased to announce the appointment of Mr. Martin Shen to its Board of Directors, effective as of the closing date of the Offering. Mr. Shen is the Co-Founder and General Partner of Shen Capital.
Share Consolidation: The Company has agreed to implement a consolidation (reverse split) of its Common Shares on the basis of at least one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares (the “Consolidation“) within 12 months of the closing date, subject to TSX-V approval. Shareholders approved the proposed Consolidation at the Meeting.
Related Party Transaction: The participation of Lark Investments, a current shareholder owning more than 10% of the Common Shares of the Company, and Atul Sabharwal, a director and officer of the Company (together, the “Related Parties“), in the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, specifically sections 5.5(a) and 5.7(1)(a), as the fair market value of the transaction, insofar as it involved the Related Parties, did not exceed 25% of the Company’s market capitalization.
Regulatory Matters: The Offering has received conditional acceptance from the TSX-V and remains subject to final acceptance of the Exchange. All securities issued in connection with the Offering are subject to a statutory hold period of four months plus one day from the closing date under applicable Canadian securities laws. The Debentures, Common Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption.
About Snipp:
Snipp Interactive Inc. (TSXV:SPN)(OTC PINK:SNIPF) is a leading Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector. Snipp’s proprietary and modular SnippCARE (Customer Acquisition, Retention & Engagement) Platform allows its marquee list of Fortune 500 clients and world-class agencies and partners to use various modules of the Platform to run long-term and short-term programs and promotions, while continually generating and capturing unique zero party data that is invaluable in providing insights to drive sales. SnippCHECK, the Platform’s Receipt Processing Module has established itself as an industry leader and standard by powering a large majority of all receipt-based promotions in North America. SnippLOYALTY, the Platform’s full scale modular loyalty engine allows clients the flexibility of deploying any/all aspects of a standard loyalty program on a case-by-case basis. SnippREWARDS, the Platform’s modular catalogue of digital and physical rewards provides clients with global and easily deployable access to an extensive catalogue of digital and physical rewards. SnippWIN, the Platform’s gaming module solves for the implementation and compliance difficulties of offering games of chance and skill on a global basis and allows for the global deployment and administration of legally compliant games of chance and skill. For more information, visit Snipp’s website at http://www.snipp.com and its profile on SEDAR+ at http://www.sedarplus.ca.
Snipp is headquartered in Vancouver, Canada with a presence across the United States, Canada, Ireland, Europe, and India. Snipp is publicly listed on the TSX Venture Exchange in Canada and is also quoted on the OTC Pink marketplace under the symbol SNIPF.
FOR FURTHER INFORMATION PLEASE CONTACT:
Snipp Interactive Inc.
Malcolm Davidson
Chief Financial Officer (Interim)
[email protected]
1-888-99-SNIPP
SOURCE: Snipp Interactive Inc.
