NFT Tech Announces Closing of First Tranche of Private Placement

VANCOUVER, British Columbia–(BUSINESS WIRE)–$NFT #Facebook—NFT Technologies Inc. (NEO: NFT | Frankfurt: 8LO | OTCQB: NFTFF) (“NFT Tech” or the “Company”), a leading technology company partnering with top-tier brands to accelerate their entry into the world of web3 through innovative technologies and unparalleled creativity, is pleased to announce it has closed the first tranche of the previously announced non-brokered private placement dated February 24, 2023, raising gross proceeds of $350,000 through the issuance of 7,000,000 units at a price of $0.05 per unit (“Tranche One Financing”). Each unit consists of one common share (each a “Common Share”) of the Company and one-half of one purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant is exercisable into one Common Share at the price of $0.10 per share (the “Warrant Share Price”) for a period of six months following the closing of the Private Placement.

An insider of the Company participated in the Tranche One Financing and acquired 1,000,000 units (“Insider Participation”), and is considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Insider Participation, as neither the fair market value of any shares issued to, nor the consideration paid by such persons, will exceed 25% of the Company’s market capitalization.

The Company intends to use the net proceeds from the Tranche One Financing to fund general corporate working requirements. Completion of the Tranche One Financing is subject to receipt of final applicable regulatory approvals including the approval of the NEO Exchange. All securities issued in connection with the Tranche One Financing will be subject to a hold period of four months and one day. Under the first tranche of the Private Placement, the Company paid cash finders’ fees of $12,000.

About NFT Tech

NFT Tech builds products that accelerate web3 adoption by infusing utility into digital assets. The company’s technology is designed to increase consumer engagement, enable digital asset ownership, and discover new business models, making NFT Tech a trusted partner to global brands across many industries, including sports, entertainment, and art. NFT Tech’s award-winning studio is the recipient of the first-ever Cannes Lion for an NFT Activation, one of the most respected and well-known awards in the industry.

NFT Tech is publicly listed on the NEO exchange under the symbol NFT and on OCTQB under the symbol NFTFF. By bridging the gap between traditional capital markets and the web3 space, NFT Tech is mainstreaming the new era of the internet while bringing insights and benefits to the public markets.

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Cautionary Note on Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements in this press release include benefits realized from the agreement; expansion of the Company’s NFT developments and product offerings; potential benefits and demands for direct-to-consumer NFT projects; potential benefits, development and acceptance of web3 and related applications; plans for accelerating growth; and the continued public acceptance of NFTs. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release including, without limitation, the risk factors described in the Prospectus. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Neo Exchange has not reviewed or approved this press release for the adequacy or accuracy of its contents.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contacts

Wayne Lloyd

Executive Chairman

[email protected]
+1 (604) 800-5838