Xineoh Closes Equity Financing

Vancouver, British Columbia–(Newsfile Corp. – July 28, 2023) – Xineoh Technologies Inc. (“Xineoh” or the “Company”) is pleased to announce that it has closed a non-brokered private placement of common shares for aggregate gross proceeds of US$81,000 (the “Share Offering“). Pursuant to the terms of the Offering, the Company has issued 5,400,000 common shares (each a “Share“) at a price of US$0.015 per Share.

The Company has also closed a non-brokered private placement of debentures for aggregate gross proceeds of US$247,000 (the “Debenture Offering“). Pursuant to the terms of the Debenture Offering, the Company has issued convertible debentures (the “Debentures“) having an aggregate principal amount of US$247,000. The Debentures are convertible into Shares at a conversion price equal to the lesser of: (a) US$0.045; and (b) a 10% discount to the price that Shares are sold for in a liquidity event offering if completed within one year of closing or a 20% discount if completed after one year from closing, subject to adjustment as provided for in the Debenture. The Debentures have a three year and bear interest at a rate of 8.5% per annum.

The proceeds of the Offering were used to cover previously incurred expenses associated with the Company’s development and commercialization of its AI platform. All securities issued in the Share Offering and Debenture Offering are subject to a statutory four-month hold period expiring on November 29, 2023.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Xineoh Technologies Inc.

https://www.xineoh.com/.

ON BEHALF OF THE BOARD

“Vian Chinner” 
Chief Executive Officer

Contact Information:

[email protected]
604-681-8030

Cautionary Note Regarding Forward-Looking Information

This news release discusses items that may constitute forward-looking statements within the meaning of applicable securities laws and that involve risks and uncertainties. Such statements include those with respect to the use of proceeds of the Offering, future prospects and strategy of the Company and the performance of its technology. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved, and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations, (ii) no material obstacles, technical or otherwise, will hinder the Company’s operations, and (iii) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company’s failure to make effective use of its available funds, (ii) the failure of the Company’s commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) an increase in the Company’s operating costs above what is necessary to sustain its operations, (iv) cybersecurity issues, labour disputes or the materialization of similar risks, (v) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, and (vi) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company’s filings with Canadian securities regulatory authorities available at www.sedar.com. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

NOT FOR DISSEMINATION IN THE UNITED STATES OR
RELEASE TO U.S. NEWSWIRE SERVICES

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