Mr. Jeff Ruby reports

NEWTOPIA ANNOUNCES CLOSING OF FIRST TRANCHE OF PREVIOUSLY ANNOUNCED NON-BROKERED OFFERING OF SUBORDINATED NON-CONVERTIBLE SECURED DEBENTURES

Newtopia Inc. has closed the first tranche of its previously announced non-brokered offering of subordinated and postponed 12 per cent secured non-convertible debenture units for gross proceeds of $380,000.

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, 8,695 common shares of the company. The bonus shares are calculated based on 10 per cent of the principal amount of the debentures purchased divided by 11.5 cents, being the closing market price of the common shares of the company on Sept. 11, 2023, being the closing price on the trading day prior to the day on which the offering was initially announced. The securities issued pursuant to the offering are subject to a four-month hold period that expires on Jan. 30, 2024. An aggregate of 330,427 bonus shares were issued in connection with the closing of this first tranche of the offering.

The debentures issued in connection with this first tranche of the offering will mature on Sept. 29, 2024, are secured by the assets of the company and bear interest at a rate of 12 per cent per annum payable quarterly in arrears in cash.

The company will pay to the holders of the debentures a work and credit maintenance fee of 2 per cent of the principal amount in cash payable 60 days following the closing date of the offering.

The debentures may be repaid in part or in full at any time subject to an early repayment fee equal to: (i) 6 per cent of the principal amount of the debentures if repayment occurs prior to the date that is six months following the closing date; or (ii) 4 per cent of such principal amount if repayment occurs following the date that is six months following the closing date but prior to the maturity date.

The debentures, the bonus shares and the compensation options (as defined below) issued pursuant to the offering 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 Venture Exchange. The offering is subject to final approval by the exchange.

Certain finders acting in connection with the offering received a finder's fee in the aggregate total amount of $22,800 and 198,260 non-transferable compensation options. The compensation options were calculated based on 6 per cent of the principal amount of 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 exchange 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 Sept. 29, 2025.

The company will use the proceeds of the offering to repay certain debentures that will be maturing on Oct. 15, 2023.

About Newtopia Inc.

Newtopia is a personalized whole-health platform helping people create positive lifelong 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 and is quoted in the United States on the OTCQB Venture Market.

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