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OOOOO Entertainment Announces a Non-Brokered Private Placement to Raise $200,000 from CEO

Vancouver, British Columbia--(Newsfile Corp. - November 17, 2023) - OOOOO Entertainment Commerce Limited (TSXV: OOOO) (OTCQB: OOOOF) (the "Company" or "OOOOO") announces a non-brokered private placement with the Company's Chief Executive Officer ("CEO"), Samuel Jones, to raise $200,000 (the "Offering") for the Company's general working capital requirements. Except for less than 12% of the gross proceeds from the Offering to be applied to accrued and projected management consulting fees for the Chief Financial Officer during the next 6 months, none of the proceeds of the Offering will be used for payments to non-arm's length parties of the Company, nor for any payments to persons conducting investor relations activities. The only major category of expenses to be paid representing 10% or more of the gross proceeds is in respect of the Company's audit costs.

The Company plans to raise the $200,000 by selling 20 million subordinated voting common shares ("Shares") to its CEO at $0.01 per Share. The Offering has been approved by the independent directors of the Company. The Shares will be subject to a hold period legend prohibiting resale for 4 months and a day from the date of closing of the Offering. The terms of the Offering are subject to the acceptance of the TSXV. In addition, because the CEO is also the "control person" of the Company, any proposed resale of the Shares will be subject to the additional resale requirements imposed by applicable securities laws for any distribution from the holdings of a control person.

Mr. Jones will acquire 20,000,000 subordinated voting shares of the Company under the Offering. Prior to the Offering, Mr. Jones held 17,332,771 multiple voting shares of the Company, each such share carrying the right to five (5) votes at any general meeting of the shareholders, representing 21.11% of the total number of issued and outstanding shares and 57.23% of the total voting rights attached to all of the issued and outstanding shares of the Company. Following the closing of the Offering, Mr. Jones will hold 20,000,000 subordinated voting shares and 17,332,771 multiple voting shares of the Company, which will then represent 36.57% of the total number of issued and outstanding shares and 62.22% of the total voting rights attached to all of the issued and outstanding shares of the Company. The Shares are being acquired by Mr. Jones for long-term investment purposes. Mr. Jones may acquire additional securities of OOOOO including on the open market or through private acquisitions, or sell securities of OOOOOO in accordance with applicable securities laws, including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans, and/or other factors that Mr. Jones considers relevant from time to time.

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Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the acquisition of the Shares by Mr. Jones constitutes a "related party transaction". The Company has determined that the Offering is exempt from the formal valuation requirement of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.5(b) of MI 61-101. The Company has also determined that the Offering is exempt from the minority shareholder approval requirement of MI 61-101 by virtue of Section 5.7(1)(a) of MI 61-101. Neither the fair market value of securities issued to Mr. Jones, nor the consideration paid by Mr. Jones will exceed 25 percent of the Company's market capitalization based on its total issued share capital, and the Company's subordinated voting shares are not listed on any specified market under MI 61-101.

About the Company

Founded by Sam Jones and Eric Zhang, OOOOO operates a technology platform that enables retailers, brands and entrepreneurs to share product-based content directly to consumers through live, interactive shoppable videos.

For more information, please refer to the Company's public filings available on SEDAR (www.sedar.com) under the Company's profile, or visit the Company's website at www.OOOOO.com.

ON BEHALF OF THE BOARD OF DIRECTORS

"Samuel Jones"
Samuel Jones,
Chief Executive Officer/Co-Founder

For further information, please contact:

Samuel Jones
Chief Executive Officer/Co-Founder
sam@ooooo.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/187891