Mr. Eugene Woychyshyn reports

NXT ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

NXT Energy Solutions Inc. has closed the private placement of convertible debentures that was previously announced on Nov. 9, 2023, for a total of $1,872,000 (U.S.) (approximately $2,542,000). The debentures are convertible into common shares in the capital of NXT at a conversion price of 18.08 U.S. cents (approximately 25 cents) per common share, which provides the subscribers with the right to obtain an aggregate of up to 10,353,982 common shares. Any common shares issued upon the conversion of the respective debentures will be subject to a hold period of four months plus one day from the date of issuance of the debenture being so converted.

Insiders were issued debentures valued, in the aggregate principal amount, at $1,522,000 (U.S.) (approximately $2,075,000) debentures, or 81.3 per cent of the value of the total debentures issued. The company has issued an aggregate principal amount of $1,375,000 (U.S.) (approximately $1,882,000) of the debentures to MCAPM LP and Michael P. Mork (Mork Capital). Mork Capital will now have the right to obtain an additional 7,605,088 common shares upon the conversion of their debentures. However, due to the current shareholdings of Mork Capital in NXT, no conversion of Mork Capital's debentures can occur until approval of NXT's shareholders is obtained. Mork Capital currently owns an aggregate of 14,921,233 common shares, representing 19.12 per cent of the currently issued and outstanding common shares of NXT. With the acquisition of the debentures, Mork Capital will have the right to own, after conversion of their debentures, 22,526,321 common shares, representing approximately 26.3 per cent of the issued and outstanding common shares. The company has agreed to appoint a representative from Mork Capital to its board of directors in the near future. In addition, all six current directors of NXT participated in the private placement by converting their outstanding director fees payable as at Dec. 31, 2023, into debentures valued, in the aggregate principal amount, at $147,000 (U.S.) (approximately $194,000). In connection with this issuance, the current directors have the right to obtain, in the aggregate, up to 813,053 common shares.

The proceeds from the private placement of debentures have been used to support the working capital needs of an SFD survey in Turkiye and other general and administrative costs, which include business development and marketing activities required to transform the existing pipeline of SFD opportunities into firm contracts. The data acquisition phase of the Turkiye contract has been completed and NXT is actively pursuing other prospects in the country and region.

About NXT Energy Solutions Inc.

NXT Energy Solutions is a Calgary-based technology company whose proprietary airborne SFD survey system, applied in numerous basins around the world, uses the principles of quantum mechanics to infer stress anomalies of exploration interest. The method can be used both onshore and offshore to remotely identify areas conducive to fluid entrapment in order to recommend areas with commercial hydrocarbon and/or geothermal potential. The SFD survey system enables the company's clients to focus their exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs and risks related to exploration.

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