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NEWTOPIA CONFIRMS STRATEGIC ALTERNATIVE REVIEW PROCESS TO MAXIMIZE SHAREHOLDER VALUE, REINSTATEMENT OF TRADING AND PROVIDES CORPORATE UPDATE

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On July 10, 2024, Newtopia announced strategic steps to enhance shareholder value and address indebtedness, including a forbearance agreement with the Bank of Nova Scotia. This agreement allows Newtopia to explore various business options, such as a sale, merger, or investment opportunities. Newtopia is also reinstating trading on the TSX Venture Exchange, a positive development for shareholders.

Newtopia's CEO, Jeff Ruby, highlighted the company's achievements in engaging patients and improving health outcomes through clinical trials and corporate partnerships. Newtopia is currently exploring opportunities to expand innovation partnerships, integrate its platform with GLP-1 drugs, and collaborate with health AI innovators. However, the company faces significant financial challenges, including a working capital deficiency of $8,494,823 as of March 31, 2024.

The company plans to hold a shareholder meeting by September 30, 2024, to address key issues and provide updates on its strategic review process.

Positive
  • Newtopia entered into a forbearance agreement with the Bank of Nova Scotia, providing temporary relief from default-related rights until October 31, 2024.
  • The company is exploring strategic alternatives, including a sale, merger, or investment, to maximize shareholder value.
  • Reinstatement of trading on the TSX Venture Exchange.
  • Partnership with Heartland Whole Health Institute led to best-ever engagement rates and weight loss outcomes in Arkansas.
Negative
  • Significant working capital deficiency of $8,494,823 as of March 31, 2024.
  • Total assets of only $2,300,788, indicating financial strain.

COMPANY ENTERS INTO FORBEARANCE AGREEMENT WITH ITS PRIMARY LENDER TO REFINANCE THE SENIOR LOAN

TORONTO, July 10, 2024 /PRNewswire/ - Newtopia Inc. ("Newtopia" or the "Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled whole health platform creating sustainable habits that prevent, slow and reverse chronic disease, formally announces a strategic alternative review process to maximize shareholder value and repay indebtedness.

Jeff Ruby, Founder & CEO of Newtopia, commented, "Over the last eleven years Newtopia's habit change solution has repeatedly proved our unique ability to produce industry leading patient engagement and to cultivate in our users the healthy habits that can prevent, slow and even reverse chronic metabolic disease.

Beginning with our industry-first randomized, controlled clinical trial between 2013-2016 and extending to the Fortune 500 employers that have adopted our solution, Newtopia has consistently delivered weight loss and reductions in A1C in participants that are not only clinically significant, but also sustainable over time. This has translated into meaningful cost-savings for our employer-partners and program sponsors and improved the health and well-being for the more than 100,000 individuals whom we have served, irrespective of their setting, geography, healthy equity or socio-economic status. Most recently, Newtopia embarked on a partnership with American philanthropist Alice Walton and her Heartland Whole Health Institute, where we delivered our best-ever engagement rates and weight loss outcomes in both provider and employer environments across the state of Arkansas.

"On the strength of this foundation, today we see three distinct and significant opportunities to accelerate Newtopia's growth including: (1) expanding our key innovation partnerships, most notably with Heartland Whole Health Institute; (2) combining Newtopia's proven habit change platform with GLP-1 drugs for obesity and type 2 diabetes; and (3) partnering with health AI and clinical discovery innovators to improve our collective ability to deliver best in breed outcomes that prevent, reverse and slow chronic disease", said Jeff Ruby, Founder and CEO of Newtopia.

A Special Committee of the Board of Directors of the Company is working with financial advisors to explore and evaluate all value maximizing alternatives for the Company, which may include, among other things, a corporate sale, a merger or other business combination, or strategic investment.

In conjunction with the strategic review process, the Company also announces that it has entered into a forbearance agreement (the "Forbearance Agreement") with the Bank of Nova Scotia (the "Lender") on July 4, 2024, pursuant to which the Lender has agreed, subject to terms and conditions of the Forbearance Agreement, to temporarily refrain from enforcing their default-related rights and remedies under the existing credit agreement until the earlier of i) October 31, 2024 and ii) the occurrence or existence of any Forbearance Termination Event (as defined in the Forbearance Agreement).

The Forbearance Agreement allows Newtopia to pursue a range of options, including the sale of the Company or other business combination along with the injection of working capital during the strategic review process. Newtopia is in active discussions with potential partners, insurance companies, payor providers and other employer organizations for new business, including pilot trials, investment or acquisition.

The Company will provide updates if and as appropriate with respect to the matters described in this press release. There can be no assurances that any transaction or series of transactions as contemplated and described herein will occur. Consistent with prior financial statement disclosure, the Company had a working capital deficiency of $8,494,823 as at March 31, 2024, inclusive of amounts owed to the Lender, and with total assets of $2,300,788 and this disclosure confirms that the Company is actively working on addressing the working capital deficiency.

Reinstatement of Trading

Newtopia is pleased to announce that the TSX Venture Exchange (the "TSXV") has accepted the Company's application for the reinstatement of trading in the Company's common shares.

Shareholders' Meeting

Newtopia's last annual and special meeting of shareholders was held on September 14, 2022. The delay was as a result of the Company's desire to have visibility on all matters requiring approval of shareholders. The Company intends to hold an annual and special meeting of shareholders on or prior to September 30, 2024. The Company will update shareholders when it files its notice of meeting and record date on Sedar+.

About Newtopia

Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow, or reverse chronic disease while reducing healthcare costs. The platform leverages genetic, social and behavioral insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centered approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed in Canada on the TSX Venture Exchange (TSXV: NEWU) and is quoted in the US on the OTCQB® Venture Market (OTCQB: NEWUF). To learn more, visit newtopia.comLinkedIn or X.

Forward Looking Statements

This news release contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, and forward looking statements, within the meaning of applicable United States securities legislation (collectively, "forward-looking statements"), which reflects management's expectations regarding Newtopia's future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. Forward looking information in this news release includes, without limitation, information about the reinstatement of trading of the Company's common shares on the TSXV, the holding of an annual and special meeting of shareholders of the Company, the results of a strategic review process and the ability to reach an agreement with the Company's Lender on favorable terms or at all. All statements other than statements of historical fact may be forward- looking information. Such statements reflect Newtopia's current views and intentions with respect to future events, based on information available to Newtopia, and are subject to certain risks, uncertainties, and assumptions. Material factors or assumptions were applied in providing forward-looking information. While forward-looking statements are based on data, assumptions and analyses that Newtopia believes are reasonable under the circumstances, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Certain of the "risk factors" that could cause actual results to differ materially from Newtopia's forward-looking statements in this press release include, without limitation: the termination of contracts by clients, risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including  travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales  channels, and a deterioration of general economic conditions including a possible national or global recession; and other general economic, market and business conditions and factors, including the risk factors discussed or referred to in Newtopia's disclosure documents, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca including Newtopia's final long form prospectus dated March 30, 2020.

Should any factor affect Newtopia in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Newtopia does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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.

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SOURCE Newtopia Inc.

FAQ

What recent agreements has Newtopia announced?

Newtopia has entered into a forbearance agreement with the Bank of Nova Scotia, providing temporary relief from default-related rights until October 31, 2024.

What are Newtopia's strategic alternatives to maximize shareholder value?

Newtopia is considering options including a corporate sale, merger, business combination, or strategic investment.

What is the significance of the reinstatement of trading for Newtopia?

The reinstatement of trading on the TSX Venture Exchange is a positive development for Newtopia, providing liquidity and potential value appreciation for shareholders.

What financial challenges is Newtopia currently facing?

Newtopia has a significant working capital deficiency of $8,494,823 as of March 31, 2024, and total assets of $2,300,788.

When is Newtopia's next shareholder meeting?

Newtopia plans to hold its next shareholder meeting by September 30, 2024.

What partnerships is Newtopia currently emphasizing?

Newtopia is emphasizing its partnership with Heartland Whole Health Institute and exploring collaborations with health AI and clinical discovery innovators.

What outcomes has Newtopia achieved with its health programs?

Newtopia has delivered clinically significant weight loss and A1C reductions, as well as cost-savings for employer partners, benefiting over 100,000 individuals.

Newtopia Inc.

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