File: '\\swfile\EmailIn\20240216 143323 Attachment INEO - News Release announcing closing of Second Tranche of Convertible Debenture Offering (Feb 2024).docx'

INEO ANNOUNCES CLOSING OF SECOND TRANCHE OF CONVERTIBLE DEBENTURE OFFERING

SURREY, BC, Feb.16, 2024 - INEO Tech Corp. (TSXV: INEO) (OTCQB: INEOF) (the "Company" or "INEO") is pleased to announce further to its news releases dated January 11, 2024 and January 31, 2024, it has closed the second and final tranche of its non-brokered private placement (the "Offering") of convertible debentures (each, a "Debenture") 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 (each, a "Share") at a conversion price of $0.085 per Share until the date which is one (1) year from the date of issuance, and thereafter at an adjusted conversion price of $0.10 until the date which is three (3) years from the date of issuance (the "Maturity Date"). The Debentures bear interest at the rate of 12.0% 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 ten (10) day notice period to the Debenture holder by way of a written notice.

In connection with the Offering, the Company paid to certain eligible arm's length finders (the "Finders") an aggregate of $29,120 in finder's fees ($4,800 of which was paid under the second tranche) and issued to the Finders an aggregate of 342,586 finder's warrants (the "Finder's Warrants") (56,470 of which were issued under the second tranche), representing 8% of the proceeds raised from purchasers introduced by such Finders and 8% of the Shares issuable on conversion of Debentures (at the $0.085 conversion price) sold to investors introduced by such Finders. Each Finder's Warrant provides that such Finder may acquire common shares of the Company (each, a "Finder's Warrant Share") at a price of $0.085 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 ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue 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% 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 Finder's 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities 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.

INEO Tech Corp.

Per: "Kyle Hall"

Kyle Hall, Chief Executive Officer and Director

About INEO Tech Corp. (TSXV: INEO; OTCQB: INEOF)

INEO Tech Corp., 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 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".

For more information please visit:

Website: www.ineosolutionsinc.com

LinkedIn: www.linkedin.com/company/ineosolutions

Facebook: www.facebook.com/ineosolutionsinc

Instagram: www.instagram.com/ineosolutionsinc

Twitter: www.twitter.com/INEOsolutions

For further information: Kyle Hall, CEO, INEO Tech Corp., investor@ineosolutionsinc.com, (604) 244-1895

Forward-Looking Statements

Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Company may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative.

Certain statements in this press release may contain forward-looking information (within the meaning of Canadian securities legislation), including, without limitation, the completion of the Offering, the intended use of proceeds from the Offering and issuance of Shares in connection therewith. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Forward-looking statements speak only as of the date those statements are made. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions, or changes in other factors affecting the forward-looking statements. If the Company updates any forward-looking statement(s), no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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