MOBETIZE, CORP.

On September 30, 2018, the Company issued three convertible promissory notes in the aggregate amount of $649,395 to its CEO and his related entities in exchange for extinguishing certain amounts due for the rendition of services and certain outstanding loans. The convertible promissory notes bear interest at 4% per annum, and are convertible into units at $0.50 per unit, each unit comprised of 1 share of common stock and a ½ share purchase warrant, one whole share purchase warrant exercisable at $1.50 per share for two years.

Typical end Users have left their home country to seek better financial opportunities elsewhere to improve their financial well-being. They also have strong ties back home that cause them to support friends and family. Users are already banking with financial institutions and represent a broad range of professions and education levels. They all have loved ones to support, all have bank accounts and all are Mobile phone users. The only option otherwise offered by financial institutions is to initiate an expensive wire transfer using Swift. However, with our smartRemit branded under a Customer’s own brand, end Users can now send money home in minutes through a mobile application that is a fast and convenient digital solution. The funds sent with smartRemit can be received by the recipient via cash pickup, account credit, or in some cases home delivery or a mobile wallet.

Management believes that Mobetize’s way forward depends on developing its channel partner relationships that allow us to onboard financial institutions. Our strategy enables Mobetize to onboard banks in less than two months versus the 24-month project usually required per bank. The higher the number of banks on boarded results in a higher number of addressable and active users who are expected to become loyal recurring users. Our channel partner relationships enable us to have a significantly lower cost of acquisition per end User as compared to other direct to consumer money transfer companies. Mobetize has already qualified a pipeline of US and Canadian banking networks and digital banking partners that it expects to onboard in the near term.

On October 30th, 2018, Mobetize went live with the First West Group representing three financial institutions in Canada, namely Envision Financial, Valley First Credit Union and Island Savings. Our smartRemit platform was offered through the FICNEX’s SendGlobal brand. Mobetize has since realized its first transactional and licensing revenues. We are encouraged by our results to date and expect to increase the number of financial institutions offering smartRemit through FICNEX in the coming months.

Mobetize complied with the exemption requirements of Section 4(a)(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering; (2) there was only one offeree who was issued the security in exchange for the settlement of debt; (3) the offeree committed to hold the security; (4) there have been no subsequent or contemporaneous public offering of the security; (5) the security has not been broken down into smaller denominations; (6) the offeree serves as a director of Mobetize; (7) the discussions that led to the debt settlement took place directly between the offeree and Mobetize; and (8) the offeree was financially sophisticated.