Core AI Holdings, Inc. (CHAI)
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M&A Announcement

Feb 26, 2025

Marc Seelenfreund
CEO, Siyata Mobile Inc.

We are happy to be here today to tell you, our Siyata shareholders, this is a press conference that we wanted to do to explain to you a little bit about the recent announcement that we made about the merger that we are doing with Core Gaming. I am very excited to introduce Eitan Zakrin. He is the CEO of Core Gaming. We will talk about the transaction. We will talk about how it unlocks very good value, very strong value for our shareholders. We will tell you a little bit about what Core Gaming does. These are basically questions that were asked to us by the press that we are going to answer over the next few minutes.

Aitan Zacharin
CEO, Core Gaming

Thank you, Marc. I appreciate the opportunity to introduce ourselves to shareholders and elaborate further on who Core Gaming is and what our plans are for the future. Core Gaming is an international mobile games developer and publisher. We create entertaining games for millions of players worldwide. We empower other developers to deliver player-focused apps and games to enthusiasts in over 140 countries. We engage with over 40 million players worldwide every month. We fuel our growth through creativity and innovation. At Core, we develop our own games and co-develop with partner developers to launch those games. Through our platform, to date, we have launched over 2,000 games and have driven over 600 million downloads across our gaming assets. At Core Gaming, we've developed some unique technologies that enable us to get an edge over some of our competition.

Some of those technologies include a unique AI-driven algorithm that enables us to determine what new niche to go into that other gaming companies have not yet exploited. It gives us the capacity to be able to get a first-mover advantage and capitalize on those opportunities.

Marc Seelenfreund
CEO, Siyata Mobile Inc.

One of the questions that we were asked was, what are the synergies between the companies? I can't say that there are direct synergies between the companies, but the fact that we're merging with a very large-scale company that's in a multi-billion dollar market, we're sort of going to take a backseat position. We think that the companies together can create a very profitable company going forward. We are very, very excited to be part of a much larger entity. One of the first questions that we were asked was, what's the rationale behind doing this transaction? Building Siyata Mobile as an innovator and a leader in the push-to-talk over cellular market, developing new products, getting into the largest cellular carriers like AT&T, T-Mobile, and Verizon, coupled with being a small public company, has been very challenging over the years.

We thought that to unlock very strong shareholder value, merging with a company like Core Gaming that is in a very large-scale market, it's got a multi-billion dollar market that it's going into, it has very innovative technology, we thought that by merging with a company like that, we could unlock real shareholder value. We think that this is a huge win for our shareholders. We're very excited about this opportunity.

Aitan Zacharin
CEO, Core Gaming

At Core Gaming, our teams continue to innovate and unlock game-changing technologies to keep our customers engaged through increased gamification and interactivity. In 2024, we began rolling out AI tools that employ state-of-the-art language, imaging, and video models. Our AI-driven content generation streamlines asset production, reducing production times by over 40% and significantly enhancing creative output and efficiency. Our technology has been well received by content creators and influencers, with thousands of creators sharing AI-generated videos on platforms like TikTok and driving millions of downloads. Core Gaming has established deep partnerships with mainstream distribution channels, advertising platforms, and data providers like Google, Meta, TikTok, Unity, AppLovin, and others. Core Gaming is a Delaware-domiciled company. We have operations globally. We have a footprint in over 140 countries. We continue to focus on organic growth through unique algorithmic marketing approaches while testing new monetization strategies.

We are working on a few strategic acquisitions that would complement our existing business while adding significant revenues beyond our current projections. We only intend to look at deals that have accretive value to our current business and which would drive significant shareholder value. We hope to share more about our growth plans after the transaction with Siyata closes. We are excited about what the future holds for Core Gaming. We look forward to having Siyata shareholders join us in this journey as we position ourselves to be a leading AI-driven gaming company.

Marc Seelenfreund
CEO, Siyata Mobile Inc.

To the question of a little bit more details on the transaction, yes, it's going to take a few months until we get all the regulatory approvals. We signed a BCA, or a business combination agreement, that should take a few months until the transaction closes. When the transaction closes, I will be stepping down as CEO, and Eitan will become the full-time CEO. The board will also be switched with the Core Gaming board. We think that that should happen in the coming months. According to the business combination agreement, Siyata shareholders will own at least 10% of the joint company. We have a fairness opinion that was done by a leading U.S. valuation company that Core Gaming is valued at at least $160 million. This will unlock a very large-scale opportunity for Siyata shareholders. As I said, we'll own at least 10%.

If our stock is trading, for example, at $32 million, we'll actually own over 20% of the combined company. In essence, this is a very, very large-scale opportunity for Siyata shareholders, unlocking very good shareholder value. Over the coming months, you can expect that you'll have Siyata press releases and news that'll be coming from Core Gaming. Siyata is going to be a fully owned subsidiary of Core Gaming. We'll have news from both companies. We think that it's just a very exciting opportunity for shareholders to be part of this large-scale AI gaming company, as opposed to being just shareholders in Siyata.

Aitan Zacharin
CEO, Core Gaming

Siyata Mobile will be a wholly owned subsidiary of Core Gaming as the parent company going forward once the transaction is approved. On a combined basis, we expect revenues to be north of $100 million for 2025. The company should be able to achieve profitability.

Marc Seelenfreund
CEO, Siyata Mobile Inc.

Just to summarize, I think it's a very exciting time for Siyata Mobile. We're very happy about this partnership with Core Gaming. We think that it's, as I said, unlocking tremendous value for our shareholders. We encourage you to follow the companies over the next couple of months until the transaction closes, because we'll have a lot of very exciting news coming. Thank you.

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