On July 14, 2023, Newtopia Inc. closed the transaction. The Company will pay to the holders of the Debentures an annual work and credit maintenance fee of 2% of the principal amount in cash. The annual maintenance fee will be paid in advance for each year, with the first payment due and payable on October 14, 2023 and the final maintenance fee payment due and payable on July 14, 2024.

The Debentures, the Bonus Shares and the Compensation Options (as defined below) issued pursuant to the Offering will be subject to a hold period of four months plus one day from the Closing Date, except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange (the "Exchange"). The Offering is subject to final approval by the Exchange. Certain finders acting in connection with the Offering received a finder's fee in the aggregate total amount of CAD 58,200 and 872,307 non-transferable compensation options.

The Compensation Options were calculated based on 7% of the principal amount of Debentures purchased by subscribers that were introduced to the Company by each such finder divided by CAD 0.065, being the closing market price of the common shares of the Company on the Exchange on June 29, 2023. Each Compensation Option is exercisable into one common share of the Company at CAD 0.065 per share, subject to adjustments in certain events, until July 14, 2025.