| Rich Geruson, NexOptic Chairman, Announces Closing of $2.2 Million Private Placement 			 		 		 			 			November 7, 2022 
 
 
 VANCOUVER, British Columbia, November 7, 2022, (CISION) – NexOptic  Technology Corp. (“NexOptic”) (TSX VENTURE: NXO) (OTCQB: NXOPF) (FSE:  E3O1) announces the closing of its non-brokered private placement (the  “Placement”) previously announced on October 21, 2022. The Placement  consists of an aggregate of 39,564,053 Units generating gross proceeds  of $2,225,477.98. Each Unit comprised one common share of the Company  plus one share purchase warrant (a “Warrant”). Each Warrant entitles the  holder to acquire one common share of the Company at an exercise price  of $0.12 per share for a period of 24 months from issuance, subject to  accelerated exercise provisions such that if the closing price of the  Company's common shares exceeds $0.25 per share for a period of 10  consecutive trading days, the Company may, at its discretion give notice  of the acceleration of the warrants' term to a period of 30 days  following such notice.
 
 Aggregate finder’s fees of $32,032.22 were paid in cash and a  further 569,462 finder’s warrants were issued on the same terms as the  Warrants.
 
 All securities issued in the Placement are subject to a hold  period in Canada expiring on March 8, 2023. Additional restrictions may  apply pursuant to Rule 144 of the Securities Act of 1933, as amended, to  U.S. investors.
 
 Insider participation in the Placement includes $28,125 (500,000  Units) from Director, Stephen Petranek, $56,250 (1 million Units) from  Director, Arch Meredith and $112,500 (2 million Units) from CEO, Paul  McKenzie. The participation by insiders constitutes a "related party  transaction" as defined under Multilateral Instrument 61-101 Protection  of Minority Security Holders in Special Transactions (“MI 61-101”). The  Company is relying on exemptions from the formal valuation and minority  approval requirements under MI 61-101. The Company relied on Section  5.5(a) of MI 61-101 for an exemption from the formal valuation  requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the  minority shareholder approval requirement of MI 61-101 as the fair  market value of the Placement in so far as the Placement involved  interested parties did not exceed 25% of the Company's market  capitalization.
 
 Proceeds from the Placement will be applied to ongoing  commercialization of NexOptic’s Aliis™ suite of artificial intelligence  technologies including sophisticated ESG applications and advanced  image, and video correction capabilities designed for a multitude of  industries. In addition, net proceeds will be applied to further build  patent protections for NexOptic’s AI as well as for general working  capital for NexOptic and its wholly owned Korean subsidiary, NexOptic  Asia Corp.
 
 NexOptic also reports that it intends to settle $330,000 in  advances made to the Company by its CEO as well and $125,000 in debt  owed to various parties through the issuance of 7,000,000 common shares  total at a price of $0.065 per share (the “Settlement Shares”). The  settlement indebtedness with the issuance of common shares will preserve  NexOptic’s funds for forward operations and is a separate transaction  to the Placement.  The Settlement Shares will not be accompanied by a  warrant, are subject to a 6-month hold period, and completion of the  settlement remains subject to the approval from the TSX Venture  Exchange. Portions of the indebtedness is expected to be settled with  members of NexOptic’s management and will constitute a “related party  transaction” as defined in MI 61-101. Such indebtedness does not  comprise management fees and relates to advances made by certain parties  towards the Company’s ongoing expenses. The Settlement Shares will be  subject to applicable resale restrictions under securities laws as well  as a contractual resale restriction for a period of six months following  issuance.
 
 ALIIS™ in a Nutshell
 
 Engineered for today and beyond, ALIIS™ (All  Light Intelligent Imaging Solutions) is a machine-learning AI suite  providing significant energy savings, data compression and enhancements  to images and videos everywhere from the edge to the cloud. Aliis  enables faster shutter speeds, superior resolution and sharpness,  reduced image-noise and motion-blur, and enhanced image color and  detail. Aliis does all this while reducing media file size, making it  ideal for the storage and streaming applications. Additionally, Aliis  provides a fundamental “AI for AI” layer that supercharges downstream AI  performance.
 
 These patented and patent-pending solutions can be integrated with  imaging devices such as smartphones, smart security cameras, Internet  of Things (IoT) devices, automotive platforms, medical imaging  technologies, DSLR cameras and more.
 
 For more information, visit  www.nexoptic.com/aliis
 
 What You Need to Know About NexOptic
 
 NexOptic is an innovative imaging AI company headquartered in  Vancouver, Canada with operations in Seoul, South Korea, offering  world-leading patented and patent-pending AI solutions for energy  savings, data compression and image and video enhancement known as  ALIIS™. Aliis is engineered for today and for the metaverse and  simultaneously influences the imaging and AI industries. NexOptic is a  member of the Qualcomm® Advantage Network, a Preferred Partner in the  NVIDIA Partner Network, and a member of the Arm® AI Partner Program. For  more information, visit  www.nexoptic.com
 |