Newtopia Inc. a brokered private placement of 14,430,000 units at a price of CAD 0.05 per unit for gross proceeds of CAD 721,500; and a non-brokered private placement of 500,000 units at a price of CAD 0.05 per unit for gross proceeds of CAD 25,000; for aggregate gross proceeds of CAD 746,500 on February 29, 2024. The transaction included participation from Jeff Ruby, CEO of the company; Roger Poirier and Hugh G. McCauley for an aggregate of 1,110,000 units. Each unit is comprised of one common share and one common share purchase warrant.

Each warrant is exercisable to acquire one common share at an exercise price of CAD 0.10 per common share, subject to adjustments in certain events, until March 1, 2027. No fees or commissions are payable to the agent in connection with the non-brokered offering. A finder acting in connection with the non-brokered offering received a finder's fee in the aggregate total amount of CAD 1,250 and an aggregate of 25,000 finder's warrants exercisable for common shares on substantially the same terms as the broker warrants.

In consideration for the services provided by the agent in connection with the brokered offering, the agent received a cash fee in the aggregate amount of CAD 38,675 and 721,000 non-transferable broker warrants. Each broker warrant is exercisable for one common share at the offering price, subject to adjustments in certain events, until March 1, 2026. All securities issued in connection with the offerings are subject to a hold period which will expire on June 30, 2024, the date that is four months and one day from the closing of the offerings.

The offerings are subject to final acceptance of the TSX Venture Exchange.