Scryb Announces Closing of Private Placement

Toronto, Ontario–(Newsfile Corp. – May 31, 2024) – Scryb Inc. (CSE: SCYB) (OTC Pink: SCYRF) (FSE: EIY) (“Scryb” or the “Company”), is pleased to announce that, further to its press releases of April 1, 2024 and May 9, 2024, the Company has completed its previously announced non-brokered private placement financing through the issuance of 33,874,800 units in the capital of the Company (the “Units“) at a price of $0.025 per Unit for gross proceeds of $846,870 (the “Offering“).

Each Unit was comprised of one common share in the capital of the Company (each, a “Common Share“) and one whole Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.05 per Common Share until the date that is eighteen (18) months from the date of issuance. Gross proceeds raised from the Offering will be used for working capital and general corporate purposes.

In connection with the Offering, the Company paid certain eligible persons (each, a “Finder“): (i) cash commissions in the aggregate of $22,780; and (ii) issued an aggregate of 1,151,200 finder warrants (each, a “Finder Warrant“) to such Finders. Each Finder Warrant is exercisable at a price of $0.05 per Common Share until the date that is eighteen (18) months from the date of issuance. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The Offering constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“), as an insider of the Company acquired an aggregate of 3,000,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Scryb Inc.
Scryb, a leading venture builder, specializes in the development and scaling of high-growth, disruptive businesses within the sectors of applied AI, digital health, cybersecurity, and biotech. The approach at Scryb centers on leveraging deep industry expertise to shape and drive the future of technology. Among its notable ventures is a cybersecurity company where Scryb maintains majority ownership. For further information about Scryb’s innovative projects and vision, please visit our website at http://scryb.ai.

Contact:
W. Clark Kent
President
Office. 647-872-9982
TF. 1-844-247-6633
Email: info@scryb.ai

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the commercialization plans for the technology described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which filings are available at www.sedarplus.ca.

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

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