Recruiter.com Group (RCRT) Issues Shareholder Update

Recruiter.com Group, Inc. (NASDAQ: RCRT)(NASDAQ: RCRTW) today announced significant steps forward in its restructuring plans.

"We are at a pivotal moment, embarking on a strategic transformation through our licensing agreement with GoLogiq, Inc. (OTC: GOLQ)," said Miles Jennings, CEO of the Company. "This marks our repositioning towards empowering small and medium-sized businesses that sell mostly offline but need the enhanced ability to have their own mobile app with the financial ecosystem and analytical/predictive functionality usually found with higher-end customized mobile apps. Having the exclusive global rights to the CreateApp / Radix AI platform technology, there are compelling opportunities to partner with or acquire offline-to-online ("O2O") enablers and rapidly scale a business that is currently underserved in North America."

"Moreover, our ongoing strategic sale to Job Mobz and asset spin-out plans are designed to streamline our operations and unlock shareholder value. We are navigating through difficult financial and compliance complexities while focusing on delivering long-term growth. This is a challenging but exciting time for the Company, and I am confident that these strategic initiatives will help enhance stakeholder value."

License Agreement - GOLQ

On February 23, 2024, the Company entered a Technology License and Commercialization Agreement with GoLogiq, Inc. (the "GOLQ Licensing Agreement").

Under the GOLQ Licensing Agreement, GoLogiq grants the Company a worldwide, exclusive license to develop its fintech technology and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products, for a term of 10 years, with automatic two (2) year renewals.

The GOLQ Licensing Agreement supersedes and replaces the original agreements entered into with GoLogiq last year. The compensation for the license includes the issuance of 19.99% of the Company's outstanding stock and an 8% fee on sales of the products.

"This licensing agreement represents an exciting opportunity for mutual growth and success," said Granger Whitelaw, CEO at GoLogiq. "By collaborating with the Company and its management, we are confident that we can achieve even greater heights in advancing our technology and capturing market share in critical areas we have developed for years, especially our Radix AI platform."

Acquisition Update - Job Mobz

As announced on December 30, 2023, the Company extended the terms for Job Mobz to close on purchasing certain intellectual property of the Company, including the Recruiter.com website and corresponding trademark.

The Company reports today that the acquisition is still in process and is expected to close, subject to the satisfaction of closing conditions. The Company also signed an amendment with Job Mobz on February 13, 2024, removing the condition in the original agreement for shareholder approval. The transaction is expected but not guaranteed to close within thirty days.

Spin-Out Update - CognoGroup

The Company is continuing its previously announced plans to consolidate its current assets into Atlantic Energy Solutions (OTC: AESO), which is planned to be renamed CognoGroup ("CognoGroup").

CognoGroup is planned to hold several assets and operating businesses, including Mediabistro, a leading job board for the media industry, the partnership with and shares of Job Mobz after the Recruiter.com transaction closes, shares of Futuris, Inc. granted to the Company from the recent sale of its healthcare staffing business, and other assets and ventures centered around artificial intelligence and recruitment technology.

On February 12, 2024, the Company's Board voted unanimously to perform certain administrative actions necessary to prepare for and effectuate the spin-out, including corporate restructuring and renaming.

Financial and Compliance Update

The Company issued an 8K on February 23, 2024 disclosing two additional topics. Nasdaq informed the Company that it did not comply with the minimum shareholders' equity and shareholder meeting requirements. The Company will have a hearing to review these matters on April 18, 2024.

Company management believes that the Company has taken the necessary steps to address the shareholder's equity issue and further believes that the Gologiq Licensing Agreement should add approximately $3.5M in assets to the Company's balance sheet and, as a result, should substantially exceed the level required by Nasdaq. In addition, the Company plans to soon file a Proxy Statement for the election of Directors and to ratify Salberg & Company, P.A. as its independent registered auditor, along with other corporate matters. This will satisfy Nasdaq's annual meeting requirement.

For more details on these matters, please see the 8K at SEC.gov and https://investors.recruiter.com.

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