Mr. Paul McKenzie reports

NEXOPTIC ANNOUNCES PRIVATE PLACEMENT

Further to the news release dated Oct. 24, 2024, Nexoptic Technology Corp. intends to complete a non-brokered private placement of up to 28,571,428 units of the company, at a price of 3.5 cents per unit, for gross proceeds of up to $1-million.

Each unit will be composed of one common share in the capital of Nexoptic and one common share purchase warrant. Each warrant will be exercisable for one common share at a price of five cents per common share, for a period of 18 months from the date of issuance. The warrants are subject to accelerated exercise provisions such that if the closing price of the company's common shares exceeds 12 cents per share for a period of 10 consecutive trading days, the company may, at its discretion, give notice of the acceleration of the warrant term to a period of 15 days following such notice. Inquiries can be directed to envision@nexoptic.com.

In the continuation of streamlining its operations, Nexoptic has opted to discontinue its affiliations with several third party companies including semiconductor companies. The company may reassess these relationships in the future. Additional cost-saving decisions include closing the company's Korean subsidiary, Nexoptic Asia. The new direction of Nexoptic will be to leverage its success in a Food and Drug Administration-approved medical imaging device that significantly increases image resolution. Enhancements to Nexoptic's artificial intelligence compression offering, NexCompress, are also planned. NexCompress can offer significant cost and energy savings to the security camera and video streaming industries. Announcements related to sales and marketing appointments and product advancements are anticipated by the company. Please see additional details on the company's go-forward plans in the corporate update section of the company's news release dated Oct. 24, 2024.

Nexoptic intends to use the proceeds from the offering to advance its data compression and video resolution artificial intelligence and its medical imaging enhancement software technologies, for marketing and sale of the company's products, for investor relations, and for general corporate working capital purposes, including any current working capital deficiencies. The company expects to allocate the net proceeds of the offering equally to the foregoing uses, other than with respect to investor relations activity, which will be limited to 10 per cent of the proceeds of the offering in accordance with TSX Venture Exchange policies. The company does not intend to use the proceeds of the offering to pay any non-arm's-length parties (as defined in TSX-V policies) of the company, other than loan repayments and compensation payable to management in the normal course.

The offering is subject to the receipt of all regulatory approvals, including the approval of the TSX-V. All securities issued under the offering will be subject to a hold period expiring four months and one day from the date of issuance. The offering is expected to close in one or more tranches. In connection with the offering, the company may pay finders' fees on the units sold in an amount equal to up to 7 per cent of the gross proceeds of the private placement, payable in cash, and broker warrants equal to 7 per cent of the units sold in the offering. Each broker warrant will entitle the holder to acquire one common share for a price of five cents per common share for one year from closing of the offering.

Insiders of the company are anticipated to subscribe for common shares under the offering. The insider participation in the offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities anticipated to be acquired by insiders, nor the consideration for the securities paid by such insiders exceeds 25 per cent of the company's market capitalization. As the specific participation of each related party that the company expects will participate in the offering has not been confirmed as of the date of this news release, additional information required under MI 61-101 will be provided in the company's material change report with respect to the offering, including a description of the interest of all related parties in the offering and, where applicable, a description of the effect on the percentage of the securities of the company held by related parties participating.

About Nexoptic Technology Corp.

Nexoptic is an innovative imaging AI company headquartered in Vancouver, Canada, offering world-leading patented and patent-pending AI solutions for imaging known as ALIIS (all light intelligent imaging solutions) and NexCompress.

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