INEO INEO Tech Corp

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

SURREY, BC, Oct. 27, 2022 /CNW/ - INEO Tech Corp. (TSXV: INEO) (OTCQB: INEOF) ("INEO" or the "Company"), the innovative developer and operator of the INEO Media Network, a digital advertising and analytics solution for retailers, is pleased to announce that it has filed a preliminary short form prospectus (the "Preliminary Prospectus") with the securities regulatory authorities in all of the provinces of Canada, except Quebec, in connection with a proposed marketed public offering of units of the Company ("Units"), at a price of $0.12 per Unit for aggregate gross proceeds of up to $2,000,400 (the "Offering").

Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Common Share (a "Warrant Share") for a period of 36 months following the closing of the Offering (the "Closing") at an exercise price of $0.19 per Warrant Share.

The Offering is being conducted on a "best efforts" agency basis by a syndicate of agents led by Beacon Securities Limited as lead agent and sole bookrunner (the "Lead Agent") and including Echelon Wealth Partners Inc., PI Financial Corp., Haywood Securities Inc. and Paradigm Capital Inc. collectively with the Lead Agent, the "Agents"). The Company expects to grant to the Agents an option (the "Over-Allotment Option"), to offer for sale up to an additional 15% of the number of Units sold under the Offering. The Over-Allotment Option will be exercisable in whole or in part at any time, for a period of 30 days after and including the Closing date of the Offering and will be exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Agents.

The Offering will be conducted by way of a short form prospectus in each of the provinces of Canada, except Quebec, and by private placement to eligible purchasers resident in other jurisdictions outside of Canada and the United States that are mutually agreed to by the Company and the Lead Agent, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions. The Units may also be offered and sold in the United States, or to, or for the account or benefit of "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) that are accredited investors (each, a "U.S. Accredited Investor") meeting one or more of the criteria in Rule 501(a) of Regulation D under the U.S. Securities Act or U.S. Accredited Investors that also qualify as a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act), in each case by way of private placement pursuant to an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws. Any Units offered and sold in the United States shall be issued as "restricted securities" (as defined in Rule 144(a)(3) under the U.S. Securities Act). It is expected that the Company and the Agents will enter into a definitive agency agreement with respect to the Offering.

Concurrent with the Offering, the Company intends to complete a $1,000,000 non-brokered private placement of unsecured promissory notes (the "Notes") to Pathfinder Asset Management Limited (the "Concurrent Private Placement"). The investor in the Concurrent Private Placement will not receive the prospectus for the Offering. The Notes will bear interest at 12% per annum payable semi-annually and will mature three years after issue.  The Company will issue purchasers of the notes bonus shares equal to 20% of the principal amount of the Notes divided by $0.14.  The Concurrent Private Placement is subject to the approval of the TSX Venture Exchange and is expected to close concurrently with the Offering.  No finder's fee or commission is payable on the Concurrent Private Placement.  The closing of the Concurrent Private Placement is not conditional on the closing of the Offering, and the closing of the Offering is not conditional on the completion of the Concurrent Private Placement.

The Company intends to use the net proceeds of the Offering and the Concurrent Private Placement for the manufacturing and deployment of the INEO Welcoming System to existing and future customers, working capital and general corporate purposes.

The Offering is expected to close on November 17, 2022, or other such date as may be agreed between the Lead Agent and the Company, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

The Preliminary Prospectus is subject to completion and amendment. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final prospectus relating to the Offering has been issued. This news release does not provide full disclosure of all material facts relating to the Units. Investors should read the Preliminary Prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the Units, before making an investment decision.

The Units, Common Shares, Warrants and Warrant Shares being offered have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the Unites States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act and all applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States or to, or for the account or benefit of, U.S. persons, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

INEO Tech Corp., through its wholly owned subsidiary, INEO Solutions Inc., operates the INEO Media Network, a digital advertising and analytics solution for retailers. INEO's patented technology integrates and monetizes digital screens with theft detection sensor gates at the entrance of retail stores. The Company's cloud-based platform uses IoT (Internet of Things) and AI (Artificial Intelligence) technology to deliver customized digital advertising to each retail location based on the demographic mix, such as age and gender, of customer traffic at each location. The Company also deploys the INEO Welcoming Network technology through a SaaS-based solution to larger retail chains. INEO is headquartered in Surrey, Canada and publicly traded on the TSX-Venture Exchange under the symbol "INEO" and on the OTCQB Venture Market under the symbol "INEOF".

Investors are cautioned that, except as disclosed in the final prospectus, any information released or received with respect to the Company may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative. This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Forward looking statements made in this news release include the anticipated timing of the completion of the Offering and Concurrent Private Placement, and the use of proceeds from each of the Offering and Concurrent Private Placement.  Important factors – including the receipt of regulatory approvals, availability of funds, acceptance of the Company's products, competition, and general market conditions that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed on SEDAR, including the Annual Information Form for the period ended March 31, 2022 filed on SEDAR July 29, 2022 (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE INEO Tech Corp.