Dr. Lior Shaltiel reports

NUREXONE BIOLOGIC CLOSES FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATE

Further to Nurexone Biologic Inc.'s press release dated Sept. 26, 2024, the closing of the final tranche of its previously announced non-brokered private placement for gross proceeds of $127,499.90 (tranche 2). In the offering, the company raised aggregate gross proceeds of $1,737,647.45 through the issuance of 3,159,359 units.

"We are delighted with the success closing of our private placement and deeply appreciate the support and trust from our investors and shareholders. The funds raised will help advance our asset development, support working capital, and cover general corporate purposes," said Dr. Lior Shaltiel, chief executive officer of Nurexone.

Pursuant to tranche 2, the company issued 231,818 units at a price of 55 cents per unit for gross proceeds of $127,499.90. Each unit consisted of one common share and warrant. Each warrant entitles the holder thereof to purchase one common share at a price of 70 cents per common share for a period of 36 months, subject to acceleration. If the daily volume weighted average trading price of the common shares on the TSX Venture Exchange for any period of 10 consecutive trading days equals or exceeds $1.05, the company may, upon providing an acceleration notice, accelerate the expiry date of the warrants to a date not less than 30 days following the date of the acceleration notice. If the warrants are not exercised by the applicable accelerated expiry date, the warrants will expire and be of no further force or effect.

All securities issued under tranche 2 are subject to receipt of all necessary regulatory approvals, including from the TSX-V, and all securities issued thereunder will be subject to a statutory hold period of four months and one day from the closing of the offering. The company intends to use the net proceeds from the offering for working capital and general corporate purposes.

Related party transaction

James A. Richardson, a director of the company (the participating insider), participated in the offering and acquired an aggregate of 50,000 units. The participation of the participating insider in the offering constitutes a related party transaction, as such term is defined in MI 61-101. In completing the offering, the company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the participating insider's participation in the offering did not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

The company filed a material change report on Oct. 7, 2024, announcing the offering, closing of the initial tranche of the offering and indicating that the offering may constitute a related party transaction; however, at the time of filing, the participation of the participating insider was not known. Further details will be included in a material change report to be filed by the company.

Corporate update

In addition, the company announces that, subject to TSX-V approval, the company has retained the services of Independent Trading Group (ITG) and Oak Hill Financial Inc. to provide market-making, business and capital markets advisory services to the company in accordance with TSX-V policies.

Independent Trading Group

ITG will trade the company's securities on the TSX-V and other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the common shares. In consideration of the services provided by ITG, the company will pay ITG a monthly service fee of $5,000. The agreement is for an initial term of one month and renewable thereafter. The agreement may be terminated by either party with 30 days of notice. There are no performance factors contained in the agreement and ITG will not receive shares or options as compensation. ITG and the company are unrelated and unaffiliated entities and at the time of the agreement, neither ITG nor its principals have an interest, directly or indirectly, in the securities of the company.

Oak Hill Financial Inc.

Oak Hill, an arm's-length party to the company, will provide certain investor relations services to the company including, without limitation, in relation to providing strategic advice with respect to the company's stakeholder communication initiatives and to expand market awareness (the services). Oak Hill will comply with all applicable securities laws and the policies of the TSX-V in providing the Services. The agreement shall be for an initial one-month term, for a monthly fee of $10,000, plus applicable taxes, which may be automatically renewed at the company's discretion. No securities of the company are being granted to Oak Hill under the terms of its engagement and to the knowledge of the company, neither Oak Hill nor any of its directors, officers or employees currently owns any securities of the company. The company may also reimburse Oak Hill for certain expenses incurred in connection with the Services.

About Nurexone Biologic Inc.

Nurexone Biologic is a TSX-V- and OTCQB-listed pharmaceutical company that is developing a platform for biologically guided exosome-based therapies to be delivered, non-invasively, to patients who have suffered central nervous system injuries. The company's first product, ExoPTEN, for acute spinal cord injury, was proven to recover motor function in 75 per cent of laboratory rats when administered intranasally. ExoPTEN has been granted orphan drug designation by the FDA (Food and Drug Administration). The Nurexone platform technology is expected to offer novel solutions to drug companies interested in non-invasive targeted drug delivery for other indications.

We seek Safe Harbor.