Mr. Kyle Hall reports

INEO ANNOUNCES CLOSING OF SECOND TRANCHE OF CONVERTIBLE DEBENTURE OFFERING

Further to the news releases dated Jan. 12, 2024, and Jan. 31, 2024, Ineo Tech Corp. has closed the second and final tranche of its non-brokered private placement of convertible debentures for gross proceedings of $60,000, bringing the aggregate gross proceeds of the offering to $570,000. Each debenture is convertible into common shares in the capital of the company at a conversion price of 8.5 cents per share until the date which is one year from the date of issuance and thereafter at an adjusted conversion price of 10 cents until the date which is three years from the date of issuance. The debentures bear interest at the rate of 12.0 per cent per annum for a period expiring on the maturity date. In the event of a change of control, the company may also redeem the principal amount and any unpaid interest of the debentures in cash, without penalty, at any time prior to the maturity date by providing a 10-day notice period to the debentureholder by way of a written notice.

In connection with the offering, the company paid to certain eligible arm's-length finders an aggregate of $29,120 in finders' fees ($4,800 of which was paid under the second tranche) and issued to the finders an aggregate of 342,586 finders' warrants (56,470 of which were issued under the second tranche), representing 8 per cent of the proceeds raised from purchasers introduced by such finders and 8 per cent of the shares issuable on conversion of debentures (at the 8.5-cent conversion price) sold to investors introduced by such finders. Each finder's warrant provides that such finder may acquire common shares of the company at a price of 8.5 cents per finder's warrant share for a period of three years from the date of issuance.

One insider of the company participated in the offering, and, as such, the closing of the offering may constitute a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to, nor the consideration paid by, such person exceeds 25 per cent of the company's market capitalization.

The company intends to use the net proceeds of the offering for general corporate purposes. Completion of the offering is subject to the satisfaction of customary closing conditions, including the final approval of the TSX Venture Exchange.

The debentures and finders' warrants issued pursuant to the offering are subject to a hold period of four months and one day from the issuance date in accordance with applicable securities laws.

About Ineo Tech Corp.

Ineo Tech, through its wholly owned subsidiary, Ineo Solutions Inc., operates the Ineo media network, a digital advertising and analytics solution for retailers, and Ineo retail media, an advertising sales provider for in-store retail media. Ineo Tech is headquartered in Surrey, Canada, and publicly traded on the TSX Venture Exchange under the symbol INEO and on the OTCQB under the symbol INEOF.

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