Mr. Jeff Ruby reports

NEWTOPIA ANNOUNCES INTENTION TO AMEND CONVERTIBLE DEBENTURES AND PROPOSED NON-BROKERED OFFERING OF SUBORDINATED NON-CONVERTIBLE DEBENTURES

Newtopia Inc. intends to seek approval of the TSX Venture Exchange and each of the holders of the subordinated and postponed 8.0 per cent secured non-convertible debentures, which were issued on Sept. 15, 2021, by way of non-brokered private placement and maturing on Sept. 15, 2023. The company is contemplating the following amendments: (a) to extend the maturity date of the debentures by one year to Sept. 15, 2024; (b) the debentures will bear interest at a rate of 12.0 per cent for the period from Sept. 15, 2023, until the new maturity date; and (c) the debentures will include an early repayment fee equal to: (i) 6 per cent of the principal amount of the debentures if such repayment occurs following Sept. 15, 2023, but prior to March 15, 2024; and (ii) 4 per cent of the principal amount of the debentures if such repayment occurs following March 15, 2024, but prior to the new maturity date.

As consideration, the holders that approve the proposed amendments will receive, for no additional consideration, such number of common shares in the capital of the company as is equal to 10 per cent of the principal of amount of debentures held divided by 11.5 cents, being the closing market price of the common shares of the company on the TSX-V on Sept. 11, 2023. In the event that all of the debentures are amended, being the principal amount of approximately $2,545,000, a maximum of 2,213,043 bonus shares will be issued in connection with the proposed amendments.

Simultaneously with the proposed amendment of the debentures, the company announced a proposed non-brokered offering of subordinated and postponed 12 per cent secured non-convertible debenture units pursuant to which Newtopia proposes to raise gross proceeds of up to $2,545,000 to repay any of the debentures that do not approve the proposed amendments and instead mature on Sept. 15, 2023, and are therefore required to be repaid. The company expects to use the proceeds of the offering to repay any of the debentures that are not otherwise extended pursuant to the proposed amendments. The company expects that the proceeds of the offering will be equal to the principal amount of the debentures that are not extended pursuant to the proposed amendments.

Up to 255 units may be issued pursuant to the offering. Each unit comprises: (i) $10,000 principal amount of subordinated and postponed secured non-convertible debentures of the company; and (ii) for no additional consideration, such number of common shares in the capital of the company as is equal to 10 per cent of the principal amount of debentures purchased divided by 11.5 cents, being the closing market price of the common shares of the company on the TSX-V on Sept. 11, 2023. In the event that the maximum amount of debentures are issued in connection with the offering, a maximum of 2,213,043 bonus shares will be issuable in connection with the offering. In any event, the maximum amount of bonus shares and amendment bonus shares will not be greater than 2,213,043 common shares in the capital of the company.

The debentures will mature on the date that is 12 months from the closing date of the offering, and are secured by the assets of the company and bear interest at a rate of 12.0 per cent per annum payable quarterly in arrears in cash.

The company will pay to the holders of the debentures an annual work and credit maintenance fee of 2 per cent of the principal amount in cash to be paid on the date that is two months following the completion of the offering.

The debentures and the bonus shares to be issued pursuant to the offering, and the amendment bonus shares issued in connection with the proposed amendments will be subject to a hold period of four months plus one day from the closing date, except as permitted by applicable securities legislation and the rules of the TSX-V. The offering and the proposed amendments are subject to approval by the TSX-V and the consent of the company's Schedule I bank secured lender.

As consideration for certain services provided to the company in connection with the offering, the company may pay a finder's fee comprising a cash fee equal to 6 per cent of the principal amount of debentures purchased by subscribers that are introduced to the company by each such finder and such number of compensation options to purchase common shares in the capital of the company calculated based on 6 per cent of the principal amount of replacement debentures purchased by subscribers that were introduced to the company by each such finder divided by 11.5 cents, being the closing market price of the common shares of the company on the TSX-V on Sept. 11, 2023. Each compensation option is exercisable into one common share of the company at 11.5 cents per share, subject to adjustments in certain events, until the date that is 24 months following the closing date.

About Newtopia Inc.

Newtopia is a personalized whole health platform helping people create positive life-long habits that prevent, slow or reverse chronic disease while reducing health care costs. The platform leverages genetic, social and behavioural insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centred approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans, and is currently listed in Canada on the Toronto Stock Exchange (TSX-V: NEWU) and is quoted in the United States on the OTCQB.

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