Xtract One Announces Marketed Public Offering of Units and Concurrent Investment by Strategic Partner

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

TORONTO, April 17, 2024 (GLOBE NEWSWIRE) -- Xtract One Technologies Inc. (TSX: XTRA) (OTCQX: XTRAF) (FRA: 0PL) (“Xtract One” or the “Company”) is pleased to announce that it has entered into an engagement letter with Eight Capital (the “Agent”) pursuant to which the Agent has agreed to conduct a public offering of units (the “Units”) on a “commercially reasonable best-efforts” marketed basis (the “Offering”). Each Unit shall consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). The number of Units to be sold and amount of proceeds to be raised under the Offering will be determined in the context of the market. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The Company has granted the Agent an option (the “Over-Allotment Option”) to increase the size of the Offering by up to 15%, exercisable in whole or in part at any time, at the sole discretion of the Agent, to acquire either (i) additional Units, (ii) additional Shares or (iii) additional Warrants, or a combination thereof, for a period of 30 days from and including the Closing Date (as defined herein).

The Units will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated February 6, 2024 (the “Shelf Prospectus”), which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, except Québec. The Offering is expected to close on or about April 24, 2024 (the “Closing Date”) 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 Toronto Stock Exchange (the “TSX”) and the applicable securities regulatory authorities.

Fees, in cash or securities of the Company or a combination thereof, may be payable to the Agent in accordance with the policies of the TSX.

In addition to and concurrent with the Offering, the Company intends to complete a private placement offering (the “Concurrent Private Placement”) of Units to MSG Sports Ventures, LLC (“MSG Sports”), a wholly-owned subsidiary of Madison Square Garden Sports Corp. (NYSE: MSGS), in order to permit MSG Sports to maintain its pro rata interest in the outstanding securities of the Company. The number of Units to be sold and amount of proceeds to be raised under the Concurrent Private Placement will be based on the size of the Offering and whether, or the extent to which, the Over-Allotment Option is exercised by the Agent. No finder’s fees or commissions will be paid in connection with the Concurrent Private Placement.