Mr. Robert Smith reports

PRIVATE PLACEMENT UPDATE

Further to TUT Fitness Group Inc.'s news releases dated June 9, 2023, and July 21, 2023, the company will not proceed with further closings due to the recent significant increase in the company's share price. The company raised a total of $265,000 on the issuance of 5,888,888 units at a price of 4.5 cents per unit.

Each unit consists of one common share and one-half of common share purchase warrant, entitling the holder to purchase one additional common share at an exercise price of eight cents per share for a period of 24 months from the date of closing.

The company paid Canaccord Genuity Corp. $1,750 in cash and 38,888 warrants as finders' fees in connection with this private placement. Each finder's fee warrant will entitle the holder to purchase a common share of the company at an exercise price of eight cents per share for a period of 24 months from the date of closing.

All of the securities issued in connection with the closing of the private placement are subject to a statutory four-month hold expiring on Nov. 22, 2023. Three insiders of the company participated in the first tranche in the amount of $215,000. The transactions with the insiders of the company, constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the units issued to the related parties and the consideration paid by the related parties under the first tranche does not exceed 25 per cent of company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the first tranche, as the details of the participation by related parties of the company were not settled until shortly prior to closing of the first tranche. The proceeds from the private placement will be used for research and development, operation, inventory, marketing, working capital, and general corporate purposes.

We seek Safe Harbor.