Mr. Brian Roth reports

THREE SIXTY ANNOUNCES SECOND AMENDMENT TO NON-BROKERED PRIVATE PLACEMENT TERMS

Three Sixty Solar Ltd. is amending the terms of its non-brokered private placement announced in its news release on May 12, 2023, as amended May 15, 2023. The amended offering will be for a minimum of 1,666,666 and a maximum of 2,336,098 units of the company at a price of 60 cents per unit, for aggregate gross proceeds of a minimum of $1-million up to a maximum of $1,401,658.

Each unit will be composed of one common share in the capital of the company and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional share at a price of 75 cents per warrant share for a period of 24 months from the closing date of the offering. In connection with the offering, the company may pay certain finders a cash commission equal to 7 per cent of the aggregate gross proceeds raised from those purchasers introduced by such finder. The company may also issue that number of broker warrants equal to up to 7 per cent of the number of units issued under the offering. The broker warrants will be exercisable for one share at the price of 60 cents for a period of 24 months.

The company intends to use the proceeds raised from the offering for the procurement of sale of first commercial tower, vertical solar tower IP registration, research and development on second generation tower, business development and marketing, and general corporate purposes. The offering may close in tranches. The offering is expected to close on or before May 26, 2023, or such earlier or later date that the company may determine. The offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the NEO Exchange.

The offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions and therefore the securities issued in the offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There will be an offering document related to the offering that will be available under the company's profile at SEDAR. Prospective investors should read this offering document before making an investment decision.

In conjunction with the offering, the company is undertaking a non-brokered private placement of up to 1,666,666 units, such units to be issued with substantially the same terms as the units, for gross proceeds of up to approximately $1-million. The company will pay finders' fees of up to 7 per cent on the proceeds from the concurrent private placement and issue that number of broker warrants (exercisable for a share at the price of 60 cents for a period of 24 months) equal up to 7 per cent of the number of units issued under the concurrent private placement. units issued under the concurrent private placement will be subject to a four-month-and-one-day hold period.

About Three Sixty Solar Ltd.

Three Sixty Solar is an all-Canadian enterprise which focuses on solar equipment supply to the global market. The company's premier product line is the patent pending SVS series commercial solar tower. According to Statistics MRC, the solar farm sector is set to grow to around $296-billion by 2028. Three Sixty Solar's unique tower concept is a high-density, clean energy solution that uses up to 90 per cent less land space than conventional solar farms and can co-locate adjacent to homes, retail, agriculture and industry, thus minimizing line loss and maximizing energy delivery in places where renewables have been difficult to install until now. In multitower applications, developers can utilize the spaces between towers to better leverage land assets through additional revenue generating activities. Designed to withstand major instances of extreme weather, Three Sixty Solar offers a clean energy solution with minimal environmental and habitat impact.

We seek Safe Harbor.