Mr. Mayco Quiroz reports

TENET ANNOUNCES BROKERED PRIVATE PLACEMENT FINANCING OF UP TO $10M

Tenet Fintech Group Inc., further to its press releases of June 29, 2023, Aug. 1, 2023, Aug. 18, 2023, and Sept. 8, 2023, in which it announced a financing of up to $20-million, has, in connection with the financing, entered into an agreement with Research Capital Corp. as the lead agent and sole bookrunner in connection with a marketed private placement offering of securities of the company for gross proceeds of up to $10-million. As disclosed in the prior press releases, the company has raised a total of $10,943,000 gross proceeds to date in the financing and proposes to raise the remainder in the RCC financing. There can be no assurances that the company will be able to raise all, or any, of such remaining proceeds.

The RCC financing consists of the sale of (i) up to 24 million units of the company at a price of 20 cents per equity unit for aggregate gross proceeds of up to $4.8-million; and (ii) up to $5.2-million convertible debenture units of the company at a price of $1,000 per CD unit for aggregate gross proceeds of up to $5.2-million. The company shall not issue any equity units unless the company has raised aggregate gross proceeds of a minimum of $7.5-million in any combination of equity units and CD units. The CD unit offering is not subject to a minimum offering amount.

Each equity unit comprises one common share of the company and one common share purchase warrant of the company. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 40 cents for a period of 24 months from the date of issuance thereof.

Each CD unit comprises: (i) one 10.0 per cent unsecured convertible debenture of the company in the principal amount of $1,000; and (ii) 5,000 common share purchase warrants. The convertible debentures will mature 36 months from the date of issuance thereof and, subject to prior conversion in accordance with their terms, will be repaid in cash at the maturity date. Each CD warrant will be exercisable to acquire one common share at an exercise price of 40 cents for a period of 24 months from the date of issuance thereof.

From the date of issue until their maturity date, convertible debenture holders may elect to convert, in whole or in part, the face value of the convertible debentures into common shares at a conversion price of 20 cents per common share. At any time prior to the maturity date, if the volume weighted average price of the common shares on the Canadian Securities Exchange (or such other Canadian stock exchange on which the greatest volume of common shares is traded) meets or exceeds $2.50 for three consecutive trading days, any non-converted and remaining face value of the convertible debentures will be automatically converted into common shares at a conversion price of 20 cents per common share. Upon the conversion of the convertible debentures, the company will pay to the convertible debenture holders, in cash, the interest accrued on the convertible debentures for the amount converted up to but excluding the date of conversion. The convertible debentures shall bear interest at a rate of 10.0 per cent per annum from the date of issue, payable monthly in arrears in cash. Interest shall be computed on the basis of a 360-day year composed of 12 30-day months.

The company will grant the agent an option to increase the size of the CD unit offering by up to 15 per cent of the number of CD units by giving written notice of the exercise of the agent's option, or a part thereof, to the company at any time up to 48 hours prior to any closing of the RCC financing.

At each closing of the RCC financing, the company shall pay to the agent a cash commission equal to 7.0 per cent of the gross proceeds of the RCC financing (including any exercise of the agent's option). In addition, the company will issue to the agents: (i) that number of warrants which is equal to 7.0 per cent of the number of equity units sold pursuant to the equity unit offering; and (ii) that number of warrants which is equal to 7.0 per cent of the number of CD units sold pursuant to the CD unit offering, including any CD units sold pursuant to the exercise of the agent's option, where any such exercise occurs. Each broker warrant will entitle the holder thereof to purchase one common share of the company at an exercise price of 20 cents for a period of 24 months following the date of issuance thereof and each CD broker warrant will entitle the holder thereof to purchase one CD unit at an exercise price of $1,000 for a period of 24 months following the date of issuance thereof. For providing corporate finance services in connection with the RCC financing, the company will pay a fee to the agent in the amount of $50,000 payable upon completion of the RCC financing for gross proceeds of a minimum of $7.5-million in any combination of the sale of equity units and CD units.

The equity units will be offered pursuant to Part 5A of National Instrument 45-106 -- Prospectus Exemptions to purchasers resident in Canada, except Quebec. The equity units offered under the listed issuer financing exemption will not be subject to a hold or restricted period pursuant to applicable Canadian securities laws. There is an offering document related to the RCC financing that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision.

The CD units will be offered under other applicable exemptions from the prospectus requirements under NI 45-106. The securities comprising the CD units will be subject to a hold or restricted period of four months and a day from the date of issuance thereof.

The net proceeds from the RCC financing will be used for expansion, working capital and general corporate purposes.

The RCC financing may close in one or more tranches, the first tranche of which is anticipated to close on or about Dec. 15, 2023, or such later date(s) as the company and the agent may determine. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.

Tenet chief executive officer Johnson Joseph, Chinese operations chief executive officer Liang Qiu, chief financial officer Jean Landreville and Tenet director Sanjay Sharma intend to participate in the RCC financing. The insider participation would constitute a related party transaction pursuant to Multilateral Instrument 61-101 respecting protection of minority security holders in special transactions. In reviewing the applicable valuation requirements under MI 61-101, Tenet has determined that the exemption set out in Subsection 5.5(b) of MI 61-101 would apply since no securities of the company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or a stock exchange outside of Canada and the United States. The company obtained minority shareholder approval for the insider participation at the special shareholder meeting of the company held on Oct. 26, 2023.

About Tenet Fintech Group Inc.

Tenet Fintech Group is the parent company of a group of innovative financial technology (fintech) and artificial intelligence (AI) companies. All references to Tenet in this news release, unless explicitly specified, include Tenet and all its subsidiaries. Tenet's subsidiaries offer various analytics and AI-based products and services to businesses, capital markets professionals, government agencies and financial institutions either through or leveraging data gathered by the Cubeler business hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate business-to-business transactions among its members.

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