An anonymous director reports

NANALYSIS ANNOUNCES UP TO $5.0 MILLION BEST EFFORTS PROSPECTUS EXEMPT OFFERING PURSUANT TO THE LISTED ISSUER EXEMPTION AND UP TO $1.0 MILLION CONCURRENT PRIVATE PLACEMENT

Nanalysis Scientific Corp. has arranged a best effort prospectus-exempt offering of up to 11,111,111 units of the company at a price of 45 cents per unit for gross proceeds of up to $5-million, pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 (Prospectus Exemptions). There is an offering document relating to the offering that can be viewed under the company's profile at SEDAR+ and at the Nanalysis website. Prospective investors should read this offering document before making an investment decision.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will be exercisable at 65 cents for a period of 24 months following the closing date of the offering, provided that, if the volume-weighted average trading price of the common shares on the TSX Venture Exchange is at least $1.20 per common share for a period of 10 consecutive trading days, the expiry date of the warrants may be accelerated by the company to a date that is not fewer than 30 days after the later of: (i) the date that notice of such acceleration is provided to the warrantholders; and (ii) the date of issuance of a press release disclosing the occurrence of the triggering event.

The offering will be conducted by Echelon Wealth Partners Inc. as co-lead agent and sole bookrunner alongside Canaccord Genuity as co-lead, with a syndicate of agents, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

The company will also be simultaneously conducting a concurrent brokered best effort prospectus exempt offering of units of the company, on the same terms as the offering, for gross proceeds of up to approximately $1-million by way of a private placement. The units, including all underlying securities thereof, will be subject to a four-month hold period as set out in National Instrument 45-102 (Resale of Securities).

The net proceeds of the offering and concurrent offering will be used for expanding the company's security service business, working capital including repayment of all or a portion of the company's operating facility, and general corporate purposes.

The offering and concurrent offering are expected to close on or about March 20, 2024, or such other date as may be agreed upon by the company and the agents, and completion of the offering and concurrent offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Certain insiders of the company may participate in the concurrent offering. Such participation would be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The related-party transaction is expected to be exempt from minority approval and valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the concurrent offering, nor the consideration to be paid by insiders will exceed 25 per cent of the company's market capitalization.

About Nanalysis Scientific Corp.

Nanalysis trades on the TSX Venture Exchange with ticker symbol NSCI, on the Over the Counter under ticker symbol NSCIF and on the Frankfurt Stock Exchange under symbol 1N1.

Nanalysis operates two primary businesses: scientific equipment and security services. Within its scientific equipment business is what the company terms MRI and NMR for industry. The company develops and manufactures portable nuclear magnetic resonance spectrometers or analyzers for laboratory and industrial markets. The NMReady-60 was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The company has followed up that initial offering with new products and continues to have a strong innovation pipeline. In 2020, the company announced the launch of its 100-megahertz device, the most powerful and most advanced compact NMR device ever brought to market.

The company's devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavour and fragrances, agrochemicals, law enforcement, and more), as well as numerous government and university research labs around the world. The company continues to exploit new global market opportunities independently and with partners. With its partners, the company provides scientific equipment sales and maintenance services globally.

In 2022, through its subsidiary KPrime, the company was awarded a five-year, $160-million contract with the government of Canada to provide maintenance services for passenger screening equipment in Canadian airports. This has resulted in the expansion of the company's security service business. The company is providing airport security equipment maintenance services for the government of Canada in each province and territory of Canada. In addition, the company provides commercial security equipment installation and maintenance services to a variety of customers in North America.

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