Surrey, British Columbia--(Newsfile Corp. - December 1, 2025) - INEO Tech Corp. (TSXV: INEO) (OTCQB: INEOF) (the "Company" or "INEO"), announces a non-brokered private placement to raise up to $2,345,000 (the "Offering"). Under the Offering, the Company will issue up to 156,355,684 common shares at $0.015 per Share.
Subject to compliance with exemptions from the registration and prospectus requirements of applicable securities laws, all eligible INEO shareholders will have the opportunity to participate in the Offering. The securities issued will be subject to hold periods in accordance with applicable securities laws.
"We are disappointed at the objections raised to our proposed rights offering, which would have provided all shareholders equal participation rights in the offering," stated Kyle Hall CEO of INEO. "However, we are pleased to still be able to provide our existing shareholders with the opportunity to participate in this Offering. With this Offering, the Company is terminating the rights offering which it announced November 24, 2025 and suspended on November 28, 2025."
Use of Proceeds
Net proceeds are expected to be used for working capital and general corporate purposes, including inventory & deployments, product/engineering and sales & marketing initiatives supporting the Company's growth plans. The Company has allocated the anticipated proceeds for use as follows, assuming a minimum offering of $586,250 (25% of the maximum offering). Actual allocation may vary depending on operational needs and available working capital at the time of deployment.
| Description of intended use of proceeds listed in order of priority. | Assuming 25% of offering | Assuming 100% of Offering |
| Inventory Purchase and Customer Deployments | $300,000 | $1,600,000 |
| General and Administrative Expenses (including paying down current liabilities) | $286,250 | $745,000 |
| Total | $586,250 | $2,345,000 |
Closing, Finders' Fees and Hold Period
The Offering is subject to customary conditions, including TSX Venture Exchange ("TSX-V") acceptance, and may close in one or more tranches. The Company may pay customary cash finders' fees and/or issue finder warrants to eligible finders, in accordance with TSX-V policies. All securities issued will be subject to a statutory hold period of four (4) months plus one (1) day from the applicable closing date.
The Shares have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 State in which such offer, solicitation or sale would be unlawful.
Existing Shareholder Participation
The Offering will be conducted under available exemptions from the prospectus requirements of applicable securities legislation. Additionally, participation in the Offering will be available to existing shareholders in qualifying jurisdictions in Canada in accordance with BC Instrument 45-534 and Regulation 45-513 in Quebec (the "Existing Shareholder Exemption"). The Company has set November 27, 2025 as the record date for the purpose of determining shareholders entitled to participate in the Offering in reliance on the Existing Shareholder Exemption. Qualifying shareholders who wish to participate in the Offering should contact the Company at the contact information set forth below no later than December 10, 2025. If the Offering is over-subscribed, Shares will be allocated pro-rata amongst all subscribers, excluding Coenda, who will be entitled to participate on the basis of its existing participation rights. All subscription materials must be provided to the Company no later than December 14th, 2025. The Company may close the Offering in several tranches during the Offering, the first of which the Company intends to close on or about December 16, 2025. The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed $15,000, unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction.
Insider Participation
The Company has provided notice to Coenda Investments Holding Corp. that it has the right, pursuant to a Settlement Agreement dated May 27, 2025, to maintain its interest in the Company by participating in the Offering. Coenda has until December 5, 2025 to notify the Company if it will participate in the Offering. Other insiders of the Company may participate in the Offering. Any participation by Coenda or other insiders would be considered a "related-party transaction" under Multilateral Instrument 61-101, but is expected to be exempt from the formal valuation and minority shareholder approval requirements.
INEO Tech Corp.
Per: "Kyle Hall"
Kyle Hall, Chief Executive Officer and Director
About INEO Tech Corp. (TSXV: INEO) (OTCQB: INEOF)
INEO Tech Corp. builds technology at the intersection of in-store retail media and loss prevention. Through its wholly owned subsidiary INEO Solutions Inc., the company operates the INEO Media Network, a digital signage and retail analytics platform, and INEO Retail Media, which sells and manages advertising across in-store screens. INEO's patented integration of Electronic Article Surveillance (EAS) pedestals with digital displays helps retailers reduce theft while generating incremental media revenue from the same footprint. INEO is headquartered in Surrey, British Columbia, Canada, and is publicly traded on the TSX Venture Exchange (INEO) and the OTCQB (INEOF). For more information please visit:
Websites: www.ineosolutionsinc.com
www.ineoretailmedia.com
LinkedIn: www.linkedin.com/company/ineosolutions
Forward-Looking Statements
Investors are cautioned that, except as disclosed in the disclosure document, 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 statements regarding the completion of the Offering and the use of proceeds from the Offering. Important factors - including the availability of funds, execution of definitive documents and receipt of TSXV approval for the Offering, 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 Financial Statements and MD&A for the year ended June 30, 2025 and its subsequently filed interim financial statements and MD&A. 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.
For further information:
Kyle Hall
CEO, INEO Tech Corp.
604-244-1895
investor@ineosolutionsinc.com
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IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276410
SOURCE: INEO Tech Corp.
