Ineo Tech arranges $2.34-million private placement

Mr. Kyle Hall reports Ineo TECH CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT Ineo Tech Corp. has arranged a non-brokered private placement to raise up to $2,345,000. Under the offering, the company will issue up to 156,355,684 common shares at 1.5 cents per share. Subject to compliance with exemptions from the registration and prospectus requirements of applicable securities laws, all eligible Ineo shareholders will have the opportunity to participate in the offering. The securities issued will be subject to hold periods in accordance with applicable securities laws. "We are disappointed at the objections raised to our proposed rights offering, which would have provided all shareholders equal participation rights in the offering," stated Kyle Hall, chief executive officer of Ineo. "However, we are pleased to still be able to provide our existing shareholders with the opportunity to participate in this offering. With this offering, the company is terminating the rights offering which it announced Nov. 24, 2025, and suspended on Nov. 28, 2025." Use of proceeds Net proceeds are expected to be used for working capital and general corporate purposes, including inventory and deployments, product/engineering and sales and marketing initiatives supporting the company's growth plans. The company has allocated the anticipated proceeds for use as follows, assuming a minimum offering of $586,250 (25 per cent of the maximum offering). Actual allocation may vary depending on operational needs and available working capital at the time of deployment. Closing, finders' fees and hold period The offering is subject to customary conditions, including TSX Venture Exchange acceptance, and may close in one or more tranches. The company may pay customary cash finders' fees and/or issue finder warrants to eligible finders, in accordance with TSX-V policies. All securities issued will be subject to a statutory hold period of four months plus one day from the applicable closing date. Existing shareholder participation The offering will be conducted under available exemptions from the prospectus requirements of applicable securities legislation. Additionally, participation in the offering will be available to existing shareholders in qualifying jurisdictions in Canada in accordance with British Columbia Instrument 45-534 and Regulation 45-513 in Quebec. The company has set Nov. 27, 2025, as the record date for the purpose of determining shareholders entitled to participate in the offering in reliance on the existing shareholder exemption. Qualifying shareholders who wish to participate in the offering should contact the company no later than Dec. 10, 2025. If the offering is oversubscribed, shares will be allocated pro rata amongst all subscribers, excluding Coenda Investments Holding Corp., which will be entitled to participate on the basis of its existing participation rights. All subscription materials must be provided to the company no later than Dec. 14, 2025. The company may close the offering in several tranches during the offering, the first of which the company intends to close on or about Dec. 16, 2025. The aggregate acquisition cost to a subscriber under the existing securityholder exemption cannot exceed $15,000, unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction. Insider participation The company has provided notice to Coenda that it has the right, pursuant to a settlement agreement dated May 27, 2025, to maintain its interest in the company by participating in the offering. Coenda has until Dec. 5, 2025, to notify the company if it will participate in the offering. Other insiders of the company may participate in the offering. Any participation by Coenda or other insiders would be considered a related party transaction under Multilateral Instrument 61-101 but is expected to be exempt from the formal valuation and minority shareholder approval requirements. About Ineo Tech Corp. Ineo Tech builds technology at the intersection of in-store retail media and loss prevention. Through its wholly owned subsidiary, Ineo Solutions Inc., the company operates the Ineo Media Network, a digital signage and retail analytics platform, and Ineo Retail Media, which sells and manages advertising across in-store screens. Ineo's patented integration of electronic article surveillance (EAS) pedestals with digital displays helps retailers reduce theft while generating incremental media revenue from the same footprint. Ineo is headquartered in Surrey, B.C., Canada, and is publicly traded on the TSX Venture Exchange (symbol: INEO) and the OTCQB (symbol: INEOF). We seek Safe Harbor.