Snipp Interactive Inc. Closes $4.5 Million Secured Convertible Debenture Financing Led by Shen Capital

EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103

VANCOUVER, BC / ACCESS Newswire / February 23, 2026 / Snipp Interactive Inc. (“Snipp” or the “Firm“) (TSXV:SPN)(OTC PINK:SNIPF), a Platform-as-a-Service (PaaS) firm within the world loyalty and promotions sector, is happy to announce that it has accomplished its beforehand introduced non-brokered non-public placement providing (the “Providing“) of senior secured convertible debentures (the “Debentures“) for combination gross proceeds of C$4,500,000 from a lead group of strategic traders (the “Strategic Traders“), which incorporates insider participation. The web proceeds of the Providing will likely be used to help the Firm’s development initiatives and for common working capital functions. As beforehand introduced on February 19, 2026, Shen Capital Companions Inc. (“Shen Capital” or the “Lead Investor“), via its affiliated entities, participated as lead investor in reference to the Providing.

“We’re happy to welcome Shen Capital as a strategic sponsor. This funding displays confidence in our platform and the chance set,” stated Atul Sabharwal, CEO of Snipp Interactive Inc. “We sit up for working carefully with Martin and the Shen Capital workforce as we proceed to scale Snipp”.

“Snipp has earned the belief of main world manufacturers with a robust enterprise platform, and we imagine the Firm is effectively positioned for its subsequent section of development,” stated Martin Shen, Common Associate at Shen Capital. “We’re excited to help administration as an energetic, long-term accomplice, bringing best-in-class software program working practices, product self-discipline, and scalable execution to assist construct a sturdy, category-leading enterprise.”

“The Firm can also be happy to have the continued help of Lark Investments Inc., a long-standing shareholder of the Firm, whose participation on this Providing displays their ongoing confidence in Snipp’s strategic course and development potential” stated Atul Sabharwal, CEO of Snipp Interactive Inc.

The Providing is being carried out pursuant to relevant prospectus exemptions beneath Canadian securities legal guidelines and will embody subscriptions from Canadian and U.S. accredited traders.

Phrases of the Debentures: As beforehand introduced, the Debentures bear curiosity at a fee of 3.45% each year (calculated as easy curiosity) and mature on the date that’s three (3) years from the date of issuance (the “Maturity Date“). Curiosity is payable quarterly; nonetheless, the primary 4 quarterly curiosity funds are deferred and payable in a lump sum on the 12-month anniversary of the deadline.

The Debentures are secured by a first-ranking safety curiosity in all current and after-acquired property of the Firm and are assured by its materials subsidiaries, Snipp Interactive Inc. (Delaware) and Snipp Interactive Restricted (Eire).

Conversion Phrases: As beforehand introduced, the principal quantity of the Debentures is convertible, on the choice of the holder, into items of the Firm (“Models“) at a conversion value (the “Conversion Worth“) equal to: (a) till 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 efficient date of the Firm finishing the Consolidation (as outlined under), the Conversion Worth shall be adjusted by multiplying $0.08, by a fraction: (i) the numerator of which shall be the variety of excellent frequent shares of the Firm (“Frequent Shares“) previous to the Consolidation; (ii) the denominator of which shall be the variety of excellent Frequent Shares after the Consolidation; and (iii) from and after the efficient date of the Consolidation, then the variety of Models issuable upon the conversion of the Debenture shall be concurrently adjusted by multiplying the variety of Models issuable upon the conversion of the Debenture in impact instantly previous to the Consolidation by a fraction which shall be the reciprocal of the fraction employed within the adjustment of the Conversion Worth in clause (c); and as could also be additional adjusted sometimes pursuant to the phrases of the Debenture.

Every Unit consists of 1 (1) Frequent Share and one (1) Frequent Share buy warrant (a “Warrant“).

Warrant Phrases: As beforehand introduced, every Warrant entitles the holder to buy one extra Frequent Share at an train value of $0.12 per Frequent Share for a interval of 60 months from the date of issuance of the Debentures.

Compelled Conversion and Acceleration: As beforehand introduced:

• Debentures: Commencing 12 months after the deadline, if the volume-weighted common buying and selling value (“VWAP“) of the Frequent Shares on the TSX Enterprise Trade (the “TSX-V“) equals or exceeds $0.20 for 30 consecutive buying and selling days, the Firm might pressure the conversion of the excellent principal quantity into Models.

• Warrants: Commencing 9 months after the issuance of such warrants, if the VWAP of the Frequent Shares on the TSX-V equals or exceeds $0.25 for 30 consecutive buying and selling days, the Firm might speed up the expiry date of the Warrants to a date that’s 30 days following discover to the holders, supplied that any such acceleration shall be nullified within the occasion that the closing value for the Frequent Shares on the TSX-V is lower than $0.23 on any buying and selling day in the course of the discover interval.

Strategic Traders: The Providing was led by Shen Capital which subscribed for $3,500,000 principal quantity of the Debentures via its affiliated entities, Lark Investments Inc. (“Lark Investments“) subscribed for $900,000 principal quantity of the Debentures, and Atul Sabharwal, the Firm’s CEO and director, subscribed for $100,000 principal quantity of the Debentures.

Early Warning Report – Shen Capital: Previous to the Providing, Shen Capital didn’t personal any securities of the Firm. The Debentures acquired by Shen Capital pursuant to the Providing are convertible or exercisable into an combination of 87,500,000 Frequent Shares (assuming the conversion in stuffed with the Debentures and the train in stuffed with the Warrants) representing roughly 23.3574% of the issued and excellent Frequent Shares on {a partially} diluted foundation, based mostly on 374,613,829 Frequent Shares issued and excellent (inclusive of the 87,500,000 Frequent Shares issued upon conversion or train of the Debentures and Warrants). As of the date hereof, the Firm has 287,113,829 Frequent Shares issued and excellent previous to the conversion or train of securities. For functions of those figures, the calculations had been based mostly on the bottom Conversion Worth, being $0.08 per share.

Shen Capital acquired the Debentures for funding functions and will sooner or later take part in financings and/or purchase or get rid of securities of the Firm out there, privately or in any other case, as circumstances or market situations warrant. A duplicate of the early warning report will seem on the Firm’s profile on SEDAR+ and may be obtained by calling: (416) 725-4633 (905-130 Bloor Avenue West, Toronto, Ontario M5S 1N5).

Early Warning Report – Lark Investments: Previous to the Providing, Lark Investments had useful possession and management over 53,152,060 Frequent Shares, representing roughly 18.51% of the Firm’s issued and excellent Frequent Shares at the moment. The Debentures acquired by Lark Investments pursuant to the Providing are convertible or exercisable into an combination of twenty-two,500,000 Frequent Shares (assuming the conversion in stuffed with the Debentures and the train in stuffed with the Warrants) representing roughly 24.4343% of the issued and excellent Frequent Shares on {a partially} diluted foundation, based mostly on 309,613,829 Frequent Shares issued and excellent (inclusive of the 22,500,000 Frequent Shares issued upon conversion or train of the Debentures and Warrants). As of the date hereof, the Firm has 287,113,829 Frequent Shares issued and excellent previous to the conversion or train of securities. For functions of those figures, the calculations had been based mostly on the bottom Conversion Worth, being $0.08 per share.

Lark Investments acquired the Debentures for funding functions. Relying on market situations and different elements, Lark Investments might sometimes purchase and/or get rid of securities of the Firm or proceed to carry its present place. A duplicate of the early warning report will seem on the Firm’s profile on SEDAR+.

Shareholder Approval of Management Individuals: Because of the Providing, upon the conversion of the Debentures and/or the train of the Warrants, every of Shen Capital and Lark Investments might turn into a “Management Individual” of the Firm (as outlined within the insurance policies of the TSX-V). As beforehand introduced, the Firm obtained disinterested shareholder approval for the creation of those two Management Individuals at its Annual Common & Particular Assembly held on January 9, 2026 (the “Assembly“).

Board Appointment: Pursuant to a aspect letter settlement with the Lead Investor, the Firm is happy to announce the appointment of Mr. Martin Shen to its Board of Administrators, efficient as of the deadline of the Providing. Mr. Shen is the Co-Founder and Common Associate of Shen Capital.

Share Consolidation: The Firm has agreed to implement a consolidation (reverse break up) of its Frequent Shares on the idea of no less than one (1) post-consolidation Frequent Share for each ten (10) pre-consolidation Frequent Shares (the “Consolidation“) inside 12 months of the deadline, topic to TSX-V approval. Shareholders authorised the proposed Consolidation on the Assembly.

Associated Occasion Transaction: The participation of Lark Investments, a present shareholder proudly owning greater than 10% of the Frequent Shares of the Firm, and Atul Sabharwal, a director and officer of the Firm (collectively, the “Associated Events“), within the Providing constitutes a “associated social gathering transaction” as outlined beneath Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101“). The Firm relied on exemptions from the formal valuation and minority shareholder approval necessities of MI 61-101, particularly sections 5.5(a) and 5.7(1)(a), because the honest market worth of the transaction, insofar because it concerned the Associated Events, didn’t exceed 25% of the Firm’s market capitalization.

Regulatory Issues: The Providing has acquired conditional acceptance from the TSX-V and stays topic to ultimate acceptance of the Trade. All securities issued in reference to the Providing are topic to a statutory maintain interval of 4 months plus sooner or later from the deadline beneath relevant Canadian securities legal guidelines. The Debentures, Frequent Shares and Warrants haven’t been and won’t be registered beneath the US Securities Act of 1933, as amended, and will not be provided or bought in the US absent registration or an relevant exemption.

About Snipp:
Snipp Interactive Inc. (TSXV:SPN)(OTC PINK:SNIPF) is a number one Platform-as-a-Service (PaaS) firm within the world loyalty and promotions sector. Snipp’s proprietary and modular SnippCARE (Buyer Acquisition, Retention & Engagement) Platform permits its marquee checklist of Fortune 500 shoppers and world-class businesses and companions to make use of numerous modules of the Platform to run long-term and short-term packages and promotions, whereas frequently producing and capturing distinctive zero social gathering information that’s invaluable in offering insights to drive gross sales. SnippCHECK, the Platform’s Receipt Processing Module has established itself as an trade chief and customary by powering a big majority of all receipt-based promotions in North America. SnippLOYALTY, the Platform’s full scale modular loyalty engine permits shoppers the pliability of deploying any/all features of a regular loyalty program on a case-by-case foundation. SnippREWARDS, the Platform’s modular catalogue of digital and bodily rewards supplies shoppers with world and simply deployable entry to an intensive catalogue of digital and bodily rewards. SnippWIN, the Platform’s gaming module solves for the implementation and compliance difficulties of providing video games of probability and talent on a worldwide foundation and permits for the worldwide deployment and administration of legally compliant video games of probability and talent. For extra data, go to Snipp’s web site at http://www.snipp.com and its profile on SEDAR+ at http://www.sedarplus.ca.

Snipp is headquartered in Vancouver, Canada with a presence throughout the US, Canada, Eire, Europe, and India. Snipp is publicly listed on the TSX Enterprise Trade in Canada and can also be quoted on the OTC Pink market beneath the image SNIPF.

FOR FURTHER INFORMATION PLEASE CONTACT:

Snipp Interactive Inc.
Malcolm Davidson
Chief Monetary Officer (Interim)
[email protected]
1-888-99-SNIPP

SOURCE: Snipp Interactive Inc.