Xtract One Announces Terms of Public Offering and

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 18, 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 priced its previously announced public offering (the “Offering”). The Offering is being conducted by Eight Capital, as lead agent and sole bookrunner, and Echelon Wealth Partners Inc. (together with Eight Capital, the “Agents”) pursuant to which the Agents have agreed to conduct the Offering on a commercially reasonable best efforts basis.

Pursuant to the Offering, the Company intends to issue units (each, a “Unit”) at a price of $0.51 per Unit for gross proceeds of up to $5 million. Each Unit will consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will be exercisable into one Common Share (each, a “Warrant Share”) for a period of 36 months from the closing of the Offering at an exercise price of $0.64, subject to adjustment in certain events. 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.

The Company has granted the Agents 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 Agents, 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 to the Company’s short form base shelf prospectus dated February 6, 2024 (together, the “Prospectus”) to be filed in all provinces and territories of Canada, except Québec.

In connection with the Offering, the Company has agreed: (i) to pay to the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), other than in respect of gross proceeds raised from purchasers on the Company’s president’s list, for which the Agents will receive a cash commission equal to 3.5%; and (ii) to issue to the Agents an aggregate number of agents’ warrants (the “Agents’ Warrants”) equal to 7.0% of the aggregate number of Units issued pursuant to the Offering (including any Units issued on exercise of the Over-Allotment Option), other than in respect of Units sold to purchasers on the Company’s president’s list, for which the Agents will receive Agents’ Warrants equal to 3.5%. Each Agents’ Warrant will be exercisable into one Common Share (an “Agents’ Warrant Share”) at an exercise price of $0.51 for a period of 24 months from the Closing Date.

The Company will apply to list the Common Shares, Warrant Shares, Agents’ Warrant Shares and Warrants issuable pursuant to the Offering on the TSX. Copies of the Prospectus, following filing thereof, can be obtained on the Company’s SEDAR+ profile at www.sedarplus.ca and from the Agents by contacting ecm@viiicapital.com. The Prospectus contains important detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR+ before making an investment decision.

Concurrent Private Placement

In addition to and concurrent with the Offering, the Company has agreed to issue and sell Units (the “PP Units”), on a private placement basis (the “Concurrent Private Placement”), 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 final number of PP Units to be sold and amount of proceeds to be raised under the Concurrent Private Placement will be equal to approximately 19.18% of the Units sold under the Offering as well as additional Units and/or Shares (if any) pursuant to the Over-Allotment Option, if any. No finder’s fees or commissions will be paid in connection with the Concurrent Private Placement.

Closing of the Concurrent Private Placement is expected to occur concurrently with the closing of the Offering and is subject to certain conditions including, but not limited to, the concurrent completion of the Offering and the receipt of all necessary regulatory approvals, including the approval of the TSX. Closing of the Offering is not conditional on the closing of the Concurrent Private Placement.

Xtract One intends to use the proceeds of the Offering and the Concurrent Private Placement for working capital and general corporate purposes.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws.

About Xtract One

Xtract One Technologies is a leading technology-driven threat detection and security solution leveraging AI to provide seamless and secure patron access control experiences. The Company makes unobtrusive threat detection systems that enable venue building operators to prioritize and deliver improved patron experiences while providing unprecedented safety. Xtract One’s innovative Gateway product enables companies to covertly screen for weapons at points of entry without disrupting the flow of traffic. Its AI-based software allows venue and building operators to identify weapons and other threats inside and outside of facilities and receive valuable intelligence for optimizing operations. For more information, visit www.xtractone.com or connect on Facebook, Twitter, and LinkedIn.

For further information, please contact:

Xtract One Inquiries: info@xtractone.com, www.xtractone.com

Media Contact: Kristen Aikey, JMG Public Relations, kristen@jmgpr.com, 347-394-8807

Investor Relations: Chris Witty, Darrow Associates, cwitty@darrowir.com, 646-438-9385

FORWARD LOOKING STATEMENTS

This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including, without limitation, statements regarding the anticipated Closing Date, intended use of proceeds from the Offering and Concurrent Private Placement, future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements”. Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the Company’s limited operating history and lack of historical profits; risks related to the Company’s business and financial position; fluctuations in the market price of the Company’s Common Shares; that the Company may not be able to accurately predict its rate of growth and profitability; the failure of the Company and/or the Agents to satisfy closing conditions to the Offering; whether the Over-Allotment Option will be exercised; whether the Concurrent Private Placement will be completed; the failure of the Company to satisfy certain TSX listing requirements; the failure of the Company to use any of the proceeds received from the Offering or the Concurrent Private Placement in a manner consistent with current expectations; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, clients and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no intention to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason, except as required by law.