Mr. Jeff Ruby reports

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

Newtopia Inc. has closed the second and final tranche of its previously announced non-brokered offering of subordinated and postponed 12 per cent secured non-convertible debenture units for gross proceeds of $425,000.

Each Unit is comprised of: (i) $10,000 principal amount of subordinated and postponed secured non-convertible debentures of the Company (the "Debentures"); and (ii) for no additional consideration, 8,695 common shares of the Company (each whole common share, a "Bonus Share", and collectively, the "Bonus Shares"). The Bonus Shares are calculated based on 10% of the principal amount of the Debentures purchased divided by $0.115, being the closing market price of the common shares of the Company on September 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 February 14, 2024. An aggregate of 369,562 Bonus Shares were issued in connection with the closing of this second tranche of the Offering.

The Debentures issued in connection with this second tranche of the Offering will mature on October 13, 2024 (the "Maturity Date") and are secured by the assets of the Company and bear interest at a rate of 12.0% 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% of the principal amount in cash payable 60 days following the closing date of the Offering (the "Closing Date").

The Debentures may be repaid in part or in full at any time subject to an early repayment fee equal to: (i) 6% 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% 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 "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 $1,800 and 15,652 non-transferable compensation options (the "Compensation Option"). The Compensation Options were calculated based on 6% of the principal amount of Debentures purchased by subscribers that were introduced to the Company by each such finder divided by $0.115, being the closing market price of the common shares of the Company on the Exchange on September 11, 2023. Each Compensation Option is exercisable into one common share of the Company at $0.115 per share, subject to adjustments in certain events, until October 13, 2025.

As previously announced, the Company will use the proceeds of the Offering to repay certain debentures that matured on October 15, 2023.

About Newtopia

Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow, or reverse chronic disease while reducing healthcare costs. The platform leverages genetic, social and behavioral 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-centered 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 (TSXV: NEWU) and is quoted in the US on the OTCQB(TM) Venture Market (OTCQB: NEWUF). To learn more, visit newtopia.com , LinkedIn or Twitter. Forward Looking Statements

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