INEO Announces Filing of a Rights Offering Circular

Rhea-AI Summary

INEO Tech Corp (TSXV: INEO / OTCQB: INEOF) filed a rights offering circular for a Rights Offering to shareholders of record on December 2, 2025. Each existing share receives one Right to buy one Common Share at $0.01 per share. The Company expects to raise up to $1,683,357. Rights will trade as INEO.RT from December 2, 2025 until 12:00 p.m. ET on December 29, 2025, with an expected close on or about December 30, 2025 (no later than January 5, 2025).

The Circular discloses contractual change of control payments for CEO Kyle Hall and Chairman Greg Watkin (each entitled to three years' salary totaling $525,000, bonus continuation and benefits) and acceleration of 15,170,863 outstanding stock options (each officer holds 4,325,000 options). The Company will reduce issuable shares pro rata to ensure no subscriber (with joint actors) acquires 49.99% or more on completion; excess funds will be returned. Proceeds are earmarked for inventory purchases, customer deployments, current liabilities and general administrative expenses.

Positive

• Rights Offering priced at $0.01 per share, enabling broad shareholder participation
• Company expects to raise up to $1,683,357 under the Rights Offering
• Proceeds designated for inventory purchases, customer deployments, and current liabilities

Negative

• Potential dilution for non-participating shareholders if Rights are not exercised
• Change of control obligations include $525,000 payments to each of two executives
• Immediate vesting of 15,170,863 outstanding stock options on change of control

Surrey, British Columbia--(Newsfile Corp. - November 24, 2025) - INEO Tech Corp. (TSXV: INEO) (OTCQB: INEOF) (the "Company" or "INEO") announces that it has filed a rights offering circular (the "Circular") and a rights offering notice (the "Notice") with respect to INEO's offering of rights (the "Rights Offering") to holders of common shares ("Common Shares") of record as of the close of market on December 2, 2025 (the "Record Date").

Pursuant to the Rights Offering, holders of Common Shares ("Shareholders") on the Record Date will receive one (1) right (a "Right") for each one (1) Common Share held. Each one (1) Right will entitle the holder to subscribe for one Common Share of upon payment of a subscription price of $0.01 per Common Share. INEO expects to raise up to $1,683,357 under the Rights Offering.

The Company notes that certain change of control payments are contractually owing to Kyle Hall, Chief Executive Officer and director of the Company, and Greg Watkin, Founder, Chairman and President of the Company, in the event any party acquires 50% or more of the issued and outstanding Common Shares. Specifically, each of Mr. Hall and Mr. Watkin would be entitled to receive a payment equal to three years' salary (i.e., $525,000), the full bonus due over that period and benefits continuance, and all of the Company's 15,170,863 outstanding stock options as of the date hereof (of which Mr. Hall and Mr. Watkin each hold 4,325,000 stock options) would immediately vest (collectively, the "Change of Control Rights"). To prevent the Rights Offering from triggering the Change of Control Rights, the Company will reduce the number of Common Shares issuable upon exercise of Rights so that no subscriber, together with any joint actors, acquires 49.99% or more of the issued and outstanding Common Shares upon completion of the Rights Offering. Any such reduction will be made on a pro rata basis among all Rights holders that would otherwise exceed the limit, and all excess subscription funds will be returned to the affected holders. No securities will be issued under the Rights Offering if such issuance would result in a change of control or otherwise trigger the Change of Control Rights.

The Rights will trade on the TSXV under the symbol "INEO.RT" commencing on December 2, 2025, and will trade until 12:00 p.m. (Eastern time) on December 29, 2025 (the "Expiry Time"), after which time unexercised Rights will be void and of no value. Shareholders who fully exercise their Rights under the basic subscription privilege will be entitled to subscribe for additional Common Shares, if available as a result of unexercised Rights prior to the Expiry Time, subject to certain limitations as set out in the Circular. The Company expects to close the Rights Offering on or about December 30, 2025, but in any event no later than January 5, 2025.

The Rights will be offered to Shareholders resident in (i) all provinces and territories of Canada except Quebec, (ii) each state of the United States (excluding Arizona, Arkansas, California, Minnesota, Ohio, Utah and Wisconsin), and (iii) in all jurisdictions outside Canada and the United States excluding any jurisdiction that does not provide a prospectus exemption substantially similar to the exemption provided in Canada or that otherwise requires obtaining any approvals of a regulatory authority in such jurisdiction or the filing of any document by the Company in such jurisdiction in connection with the Rights Offering (collectively, the "Eligible Jurisdictions").

Full details of the Rights Offering are set out in the Circular and the Notice, which are available on the Company's profile on SEDAR+ at www.sedarplus.ca. The Notice and accompanying Rights direct registration statements (the "Rights DRS") will be mailed to registered Shareholders in the Eligible Jurisdictions as of the Record Date. To subscribe for Common Shares, registered Shareholders must mail the completed Rights DRS, together with applicable funds, to the Rights depositary and subscription agent, Odyssey Trust Company, prior to the Expiry Time. Shareholders who hold their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

The proceeds of the Rights Offering are expected to be used for inventory purchases, customer deployments, payment of current liabilities and for general and administrative expenses.

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

 

For further information, please contact:
Kyle Hall
CEO, INEO Tech Corp.
investor@ineosolutionsinc.com
(604) 244-1895

Forward-Looking Statements

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 in this news release include, but are not limited to, statements with respect to the completion of the Rights Offering, future performance of INEO, participation of Coenda Investment Holdings Corp. in the Rights Offering and subsequent consequences thereof, and the Company's plans. Important factors — including the 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 and interim financial statements and MD&A. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. 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 such statements. All statements are made as of the date of this news release and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275818

FAQ

What is the Rights Offering for INEO (INEOF) and how much does the company expect to raise?

INEO filed a Rights Offering giving one Right per share to subscribe at $0.01 per share and expects to raise up to $1,683,357.

Who is eligible to participate in the INEO rights offering and what is the Record Date?

Shareholders of record as of December 2, 2025 in Eligible Jurisdictions (Canada excluding Quebec; most US states excluding specified states; other qualifying jurisdictions) are eligible.

When do INEO rights (INEO.RT) trade and when do they expire?

Rights trade under INEO.RT starting December 2, 2025 and expire at 12:00 p.m. ET on December 29, 2025.

How will INEO prevent the Rights Offering from triggering executive change of control payments?

The company will reduce issuable shares pro rata so no subscriber (with joint actors) holds 49.99% or more after the offering; excess subscription funds will be returned.

What are the change of control payments disclosed by INEO and which executives are affected?

CEO Kyle Hall and Chairman Greg Watkin would each be entitled to three years' salary ($525,000), bonus/benefits continuation and immediate vesting of options on a qualifying change of control.

How can registered INEO shareholders exercise their Rights?

Registered shareholders must mail the completed Rights direct registration statement and funds to Odyssey Trust Company, the Rights depositary and subscription agent, before the Expiry Time.