NexOptic Enters Agreements with Significant Shareholder

- Voting Support with Restrictions to Disposing of Shares

- Assignment of Incentive Rights to NexOptic

- Indemnity and Settlement Agreements

VANCOUVER, British Columbia, May 25, 2020 (GLOBE NEWSWIRE) -- NexOptic Technology Corp. (“NexOptic” or the “Company”) (TSX VENTURE: NXO) (OTCQB: NXOPF) (FSE: E3O1), an innovator in optics and Artificial Intelligence (AI), is pleased to announce that it has entered into three separate agreements with significant shareholder 3DB, Inc. (“3DB”), a private Alberta company.

The agreements include a voting support agreement (the “Support Agreement”), a custodial and rights agreement, (the “Rights Agreement”), and a release, indemnity and settlement agreement, (“the Settlement Agreements”), all effective as of May 15, 2020.  

The Support Agreement sets forth certain restrictions on the manner and volume of the Company’s shares that 3DB may dispose during the term of the Support Agreement, being the lesser of 25,000 shares or 10% of the aggregate trading volume on the TSX Venture Exchange on the prior trading day and, in the case of a “block trade,” may not complete such sales as would result in the acquiror, together with all joint actors thereof, holding more than 2.0% of the issued and outstanding common shares or at a price less than the discounted market price (as such term is defined in the TSX Venture Exchange Corporate Finance Manual).

Further, 3DB and each of John and Darcy Daugela have agreed to vote with all recommendations of the Company with certain non-obligatory exceptions. The Support Agreement is for a period of three years and may be terminated by 3DB earlier in certain events including the issuance of a cease trade order for a period of more than 60 trading days in any 12-month period, the Company’s common shares cease to be listed on a recognized stock exchange in Canada or a default in the settlement agreements described below. A copy of the Support Agreement will be filed on NexOptic’s SEDAR profile at www.sedar.com.

The Rights Agreement is entered into with NexOptic’s transfer agent, Computershare Trust Company of Canada (“Computershare”), as custodial agent whereby 3DB has deposited 8.0 million shares of the Company held by Computershare and has agreed that the Company may issue “incentive rights” (the “Rights”) to acquire such shares to such persons as the Company designates at an exercise price equal to the greater of $0.25 per share or average closing price of the Company’s shares for the five days preceding the issuance of the incentive right. The Rights Agreement has an overall seven-year term (the “Term”). The overall number of Rights the Company may issue is unlimited, provided that the aggregate number of Right issued and outstanding or exercised during the Term may not exceed the 8.0 million shares so deposited. Any shares remaining deposited with Computershare at the end of the Term will be returned to 3DB. 3DB will retain voting rights and all dividends associated with the deposited shares and is permitted to tender such shares in a business combination. The Rights will be non-transferable and will expire on the earlier of the expiry date fixed by the Company at the time of issuance, the end of the Term or within a specified time of the recipient of the Rights ceasing to be an “eligible person” as defined in the Rights Agreement. A copy of the Rights Agreement will be filed on the Company’s SEDAR profile at www.sedar.com.