File: '\\swfile\EmailIn\20241112 163614 Attachment BioNxt - Closing News Release (Tranche 1 - Fall 2024 Debenture PP).docx'

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

BIONXT SOLUTIONS ANNOUNCES CLOSING OF FIRST TRANCHE OF CONVERTIBLE DEBENTURE PRIVATE PLACEMENT

Vancouver, Canada (November 12, 2024) - BioNxt Solutions Inc. ("BioNxt" or the "Company") (CSE: BNXT / OTC: XPHYF / FSE: 4XT), is pleased to announce today that it has closed the first tranche of its previously announced non-brokered private placement of unsecured convertible debentures (the "Offering"), pursuant to which it raised the principal amount of $425,000 (the "Principal Amount"). The Company intends to close one or more tranches of the Offering in the future.

The convertible debenture (the "Debenture") bears interest at a rate of 8% per annum from the date of issue (the "Issue Date"), and matures two years following the Issue Date. The Principal Amount and any accrued and unpaid interest on the Debenture may be convertible at the election of the holder into common shares in the capital of the Company (each, a "Common Share") at a conversion price of $0.25 per Common Share. Conversion of the Debentures may be forced at the option of the Company if the 15-day volume weighted average price of the Common Shares on the Canadian Securities Exchange exceeds $0.625.

In accordance with applicable securities laws, all securities issued under the Offering will be subject to a four month and one day hold period from the Issue Date.

In connection with the Offering, the Company paid a cash fee of $34,000 and issued 136,000 finder warrants (the "Finder's Warrants") to Canaccord Genuity Corp. Each Finder's Warrant entitles the holder thereof to purchase one Share at an exercise price of $0.25 for a period of 24 months from the date of issuance.

The Company intends to use the net proceeds from the Offering for product development, intellectual property filings and general working capital.

This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Debentures and the Shares which may be issued on exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Company also announces a reorganization of management that includes Hugh Rogers, Director, taking the position of CEO, and Wolfgang Probst, Director, taking the position of CFO.

About BioNxt Solutions Inc.

BioNxt Solutions Inc. is a bioscience accelerator focused on next-generation drug formulations and delivery systems, diagnostic screening tests, and new active pharmaceutical production and evaluation, including: precision transdermal and oral dissolvable drug formulations; rapid, low-cost infectious disease and oral health screening tests; and standardization and clinical evaluation of emerging active pharmaceutical ingredients for neurological applications. The Company has research and development operations in North America and Europe, with an operational focus in Germany, and is currently focused on regulatory approval and commercialization of medical products for European markets.

BioNxt Solutions Inc.

Hugh Rogers, CEO and Director Email: info@bionxt.com Phone: +1 780-818-6422

Cautionary Statement Regarding "Forward-Looking" Information

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking information in this news release includes the intention to close one or more tranches of the Offering in the future and the anticipated use of the proceeds from the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.