NexOptic Announces Private Placement

VANCOUVER, BC / ACCESSWIRE / November 7, 2024 / NexOptic Technology Corp. ("NexOptic" or the "Company") (TSX VENTURE:NXO)(OTCQB:NXOPF)(FSE:E3O1), a company developing cutting-edge AI and imaging technologies, is pleased to announce that, further to its news release dated October 24, 2024, it intends to complete a non-brokered private placement of up to 28,571,428 units (each, a "Unit") of the Company, at a price of $0.035 per Unit, for gross proceeds of up to $1,000,000 (the "Offering").

Each Unit will be comprised of one common share in the capital of NexOptic (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable for one Common Share at a price of $0.05 per Common Share, for a period of eighteen (18) months from the date of issuance. The Warrants are subject to accelerated exercise provisions such that if the closing price of the Company's common shares exceeds $0.12 per share for a period of 10 consecutive trading days, the Company may, at its discretion give notice of the acceleration of the warrants' term to a period of 15 days following such notice. Enquiries can be directed to envision@nexoptic.com

In the continuation of streamlining its operations, NexOptic has opted to discontinue its affiliations with several third-party companies including semiconductor companies. The Company may reassess these relationships in the future. Additional cost saving decisions include closing the Company's Korean subsidiary, NexOptic Asia. The new direction of NexOptic will be to leverage its success in an FDA approved medical imaging device that significantly increases image resolution. Enhancements to NexOptic's AI compression offering, NexCompress, is also planned. NexCompress can offer significant cost and energy savings to the security camera and video streaming industries. Announcements related to sales and marketing appointments and product advancements are anticipated by the Company. Please see additional details on the Company's go forward plans in the "Corporate Update" section of the Company's news release dated October 24, 2024.

NexOptic intends to use the proceeds from the Offering to advance its data compression and video resolution artificial intelligence ("AI") and its medical imaging enhancement software technologies, marketing and sale of the Company's products, investor relations, and for general corporate working capital purposes, including any current working capital deficiencies. The Company expects to allocate the net proceeds of the Offering equally to the foregoing uses, other than with respect to investor relations activity, which will be limited to 10% of the proceeds of the Offering in accordance with TSX Venture Exchange ("TSXV") policies. The Company does not intend to use the proceeds of the Offering to pay any Non-Arm's Length Parties (as defined in TSXV Policies) of the Company, other than loan repayments and compensation payable to management in the normal course.

The Offering is subject to the receipt of all regulatory approvals including the approval of the TSXV. All securities issued under the Offering will be subject to a hold period expiring four months and one day from the date of issuance. The Offering is expected to close in one or more tranches. In connection with the Offering, the Company may pay finder's fees on the Units sold in an amount equal up to 7% of the gross proceeds of the Private Placement, payable in cash, and broker warrants equal to 7% of the Units sold in the Offering. Each broker warrant will entitle the holder to acquire one Common Share for a price of $0.05 per Common Share for one (1) year from closing of the Offering.

Insiders of the Company are anticipated to subscribe for Common Shares under the Offering. The insiders' participation in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities anticipated to be acquired by insiders, nor the consideration for the securities paid by such insiders, exceed 25% of the Company's market capitalization. As the specific participation of each related party that the Company expects will participate in the Offering has not been confirmed as of the date of this news release, additional information required under MI 61-101 will be provided in the Company's material change report with respect to the Offering, including a description of the interest of all related parties in the Offering, and where applicable, a description of the effect on the percentage of the securities of the Company held by related parties participating.

What You Need to Know About NexOptic

NexOptic is an innovative imaging AI company headquartered in Vancouver, Canada offering world-leading patented and patent pending AI solutions for imaging known as ALIIS™ (All Light Intelligent Imaging Solutions) and NexCompress.

For more information about NexOptic Technology Corp., please visit the Company's website at www.nexoptic.com

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans," "expects," "estimates," "intends," "anticipates," "believes" or variations of such words, or statements that certain actions, events or results "may," "could," "would," "might," "will be taken," "occur," or "be achieved." Forward-looking statements in this news release include, without limitation, expectations relating to the Offering, including receipt of Exchange approval for the Offering, its ability to close the Offering in whole or in part or at all, and the proposed use of proceeds of the Offering, as well as statements with respect to the Company's new direction and future plans. The intended use of the proceeds of the Offering by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company, and the proposed allocations of the use of proceeds may change if the Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading "Risk Factors" and elsewhere in NexOptic's filings with Canadian securities regulators, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although NexOptic believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements. Readers are therefore cautioned not to place undue reliance on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether because of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

On behalf of the board of directors

Chief Executive Officer - Paul McKenzie
Tel: +1 (604) 669-7330 ext. 1
Email: admin@nexoptic.com

SOURCE: NexOptic Technology Corp.