Mr. Adam Zaghloul reports

NTG CLARITY ANNOUNCES BROKERED LIFE OFFERING FOR UP TO C$6.0 MILLION

NTG Clarity Networks Inc. has entered into an agreement with Canaccord Genuity Corp. to act as sole agent and bookrunner in connection with a best efforts private placement, under the listed issuer financing exemption, for gross proceeds of up to $6-million from the sale of up to 4,285,715 units of the company at a price of $1.40 per unit.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $2 at any time on or before the date which is 24 months after the closing date of the offering.

The company intends to use the net proceeds of the offering to support the expansion and delivery of digital transformation solutions through the company's Egypt Offshore Centre and Saudi sales office and for working capital and general corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The agent will also be entitled to offer the units for sale pursuant to available exemptions from the prospectus requirements under applicable Canadian securities laws other than the listed issuer financing exemption, in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date of the offering.

The company expects to close the offering on or about the week of Sept. 30, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

About NTG Clarity Networks Inc.

NTG Clarity Networks' vision is to be a global leader in digital transformation solutions. As a Canadian company established in 1992, NTG Clarity has delivered software, networking and IT solutions to large enterprises including financial institutions and network service providers. More than 700 IT and network professionals provide design, engineering, implementation, software development and security expertise to the industry's leading enterprises.

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