File: '\\swfile\EmailIn\20260123 130022 Attachment BioNXT - News Release - Shares for debt.docx'

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LEGAL_48714936.2

LEGAL_48714936.2

LEGAL_48714936.2

LEGAL_48714936.2

BIONXT ANNOUNCES SHARES FOR DEBT SETTLEMENT

Vancouver, Canada (January 23, 2026) - BioNxt Solutions Inc. ("BioNxt" or the "Company") (CSE: BNXT / OTCQB: BNXTF / FSE: 4XT) announces that the Company proposes to enter into a debt settlement agreement (the "Debt Settlement Agreement") with certain arm's length creditors (the "Creditors") to settle an aggregate outstanding debt of $2,704,000 (the "Debt"), comprised of a principal amount of $2,600,000 and accrued interest of $104,000 pursuant to 8% convertible debentures issued by the Company on December 7, 2022. In full satisfaction and settlement of the Debt, the Company will issue an aggregate of 6,008,883 common shares in the capital of the Company (the "Debt Shares") at a deemed price of $0.45 per Debt Share (the "Debt Settlement").

The Debt Shares issued in connection with the Debt Settlement will be subject to a statutory four month and one day hold period, in accordance with the policies of the Canadian Securities Exchange ("CSE") and applicable Canadian securities laws. The issuance of the Debt Shares and completion of the Debt Settlement is subject to certain conditions as set forth in the Debt Settlement Agreement.

About BioNxt Solutions Inc.

BioNxt Solutions Inc. is a bioscience innovator focused on next-generation drug delivery technologies, diagnostic screening systems, and active pharmaceutical ingredient development. The Company's proprietary platforms-Sublingual (Thin-Film), Transdermal (Skin Patch), and Oral (Enteric-Coated Tablets)-target key therapeutic areas, including autoimmune diseases, neurological disorders, and longevity. With research and development operations in North America and Europe, BioNxt is advancing regulatory approvals and commercialization efforts, primarily focused on European markets. BioNxt is committed to improving healthcare by delivering precise, patient-centric solutions that enhance treatment outcomes worldwide.

BioNxt is listed on the Canadian Securities Exchange: BNXT, OTCQB Markets: BNXTF and trades in Germany under WKN: A3D1K3. To learn more about BioNxt, please visit www.bionxt.com.

Investor Relations & Media Contact

Hugh Rogers, Co-Founder, CEO and Director

Email: investor.relations@bionxt.com

Phone: +1 778.598.2698

Web: www.bionxt.com

LinkedIn: https://www.linkedin.com/company/bionxt-solutions

Instagram: https://www.instagram.com/bionxt

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE DEBENTURES AND THE SHARES WHICH MAY BE ISSUED ON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Forward-Looking Statement Cautions:

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact included herein including, without limitation, statements relating to the future operating or financial performance of the Company, are forward-looking statements. Forward-looking statements are generally, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", "plans" and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, the Company entering into the Debt Settlement Agreement and the completion of the Debt Settlement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct or accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The statements in this news release are made as of the date of this release. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release.

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

File: Attachment BioNXT News Release Shares for debt.pdf

BIONXT ANNOUNCES SHARES FOR DEBT SETTLEMENT

Vancouver, Canada (January 23, 2026) - BioNxt Solutions Inc. ("BioNxt" or the "Company") (CSE: BNXT / OTCQB: BNXTF / FSE: 4XT) announces that the Company proposes to enter into a debt settlement agreement (the "Debt Settlement Agreement") with certain arm's length creditors (the "Creditors") to settle an aggregate outstanding debt of $2,704,000 (the "Debt"), comprised of a principal amount of $2,600,000 and accrued interest of $104,000 pursuant to 8% convertible debentures issued by the Company on December 7, 2022. In full satisfaction and settlement of the Debt, the Company will issue an aggregate of 6,008,883 common shares in the capital of the Company (the "Debt Shares") at a deemed price of $0.45 per Debt Share (the "Debt Settlement").

The Debt Shares issued in connection with the Debt Settlement will be subject to a statutory four month and one day hold period, in accordance with the policies of the Canadian Securities Exchange ("CSE") and applicable Canadian securities laws. The issuance of the Debt Shares and completion of the Debt Settlement is subject to certain conditions as set forth in the Debt Settlement Agreement.

About BioNxt Solutions Inc.

BioNxt Solutions Inc. is a bioscience innovator focused on next-generation drug delivery technologies, diagnostic screening systems, and active pharmaceutical ingredient development. The Company's proprietary platforms--Sublingual (Thin-Film), Transdermal (Skin Patch), and Oral (Enteric-Coated Tablets)--target key therapeutic areas, including autoimmune diseases, neurological disorders, and longevity. With research and development operations in North America and Europe, BioNxt is advancing regulatory approvals and commercialization efforts, primarily focused on European markets. BioNxt is committed to improving healthcare by delivering precise, patient-centric solutions that enhance treatment outcomes worldwide.

BioNxt is listed on the Canadian Securities Exchange: BNXT, OTCQB Markets: BNXTF and trades in Germany under WKN: A3D1K3. To learn more about BioNxt, please visit www.bionxt.com.

Investor Relations & Media Contact

Hugh Rogers, Co-Founder, CEO and Director Email: investor.relations@bionxt.com Phone: +1 778.598.2698

Web: www.bionxt.com LinkedIn: https://www.linkedin.com/company/bionxt-solutions Instagram: https://www.instagram.com/bionxt

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE DEBENTURES AND THE SHARES WHICH MAY BE ISSUED ON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD

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IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. Forward-Looking Statement Cautions: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact included herein including, without limitation, statements relating to the future operating or financial performance of the Company, are forward-looking statements. Forward-looking statements are generally, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", "plans" and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, the Company entering into the Debt Settlement Agreement and the completion of the Debt Settlement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct or accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The statements in this news release are made as of the date of this release. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

LEGAL_48714936.2