Mr. Hugh Rogers reports

BIONXT SOLUTIONS INC. REPORTS ON CORPORATE & ADMINISTRATIVE ITEMS

Bionxt Solutions Inc. has appointed David Waterhouse to its board of directors, effective immediately. Mr. Waterhouse is a business professional with over 12 years of experience spanning entrepreneurship, consulting and advisory services. He has worked extensively with private early stage and hypergrowth companies, providing expertise in capital raising, financial strategy, business development, sales, supply chain management and sourcing.

Mr. Waterhouse has a successful record as a co-founder, having established and operated his own multinational company, which he successfully exited after five years. He currently provides consulting and advisory services to United Kingdom-based start-ups. With approximately four years of experience in junior capital markets, Mr. Waterhouse has developed a broad skill set that includes compliance, sales, operations, technology and other management functions. His recent work has primarily involved liaising with U.S. state and federal agencies, tribal governments, and strategic stakeholders in the clean energy generation and infrastructure industry.

Mr. Waterhouse earned his bachelor of science degree in biological sciences with honours in neuroscience from the University of Edinburgh, United Kingdom. His career demonstrates a commitment to driving strategic growth and fostering strong partnerships across diverse sectors. Mr. Waterhouse currently holds the position of director of operations at Evolve Sustainability Group Inc.

The company also announces that the company proposes to amend: (i) 2,025,000 warrants exercisable at 80 cents per common share in the capital of the company until March 24, 2025, originally issued at closing of a non-brokered private placement on March 24, 2023; (ii) 500,000 warrants exercisable at 70 cents per common share until Dec. 28, 2025, originally issued at closing of the first tranche of a non-brokered private placement on Dec. 28, 2023; (iii) 600,000 warrants exercisable at 70 cents per common share until Jan. 4, 2026, originally issued at closing of the first tranche of a non-brokered private placement on Jan. 4, 2024; and (iv) 360,000 warrants exercisable at 70 cents per common share until Jan. 29, 2026, originally issued at closing of the first tranche of a non-brokered private placement on Jan. 29, 2024.

The company proposes to adjust the exercise prices of the December warrants, Jan. 4 warrants and Jan. 29 warrants to 50 cents per common share, effective as of Feb. 1, 2025. The company also proposes to reduce the exercise price of the March warrants to 50 cents per common share, effective upon the receipt of unanimous consent of the holders of the March warrants. Additionally, as required by the policies of the Canadian Securities Exchange, the company proposes to amend the March warrants such that if the closing price (or the midpoint between the closing bid and ask on days with no trades) of the common shares on the CSE is equal to or greater than 60 cents for 10 consecutive trading days, the March warrants will expire on the date that is 30 days following the date that is seven days after the end of the 10 consecutive trading day period. The company will provide notice to March warrant holders of a March warrant acceleration by way of a news release. All other terms of the warrants will remain the same.

None of the warrants have been exercised as of the date of this news release and none of the warrants are held by insiders of the company.

The amendments to the warrants described herein are subject to the acceptance of the CSE and, with respect to the amendments to the March warrants, the unanimous consent of the March warrant Holders.

The company announces that, on Jan. 28, 2025, in accordance with the terms and conditions of a convertible debenture dated Dec. 4, 2023, representing a principal amount of $2.5-million and bearing interest at a rate of 8 per cent per annum, the company issued 400,000 common shares in the capital of the company to the holder of the debenture in satisfaction of $200,000 in accrued and unpaid interest. Such interest shares are subject to a hold period expiring May 29, 2025.

For further details regarding the Debenture, see the company's news release dated Nov. 24, 2023, a copy of which is available under the company's profile at SEDAR+.

The company announces that it has engaged two marketing groups to provide promotional activity pursuant to Policy 7 of the CSE. Cayo Ventures GmbH, Zug, Switzerland, to provide German language video interviews, opt-in e-mail news distribution and digital marketing services. The services are designed to engage younger European investors with strategic online communication. Services will be provided in Europe until March 31, 2025, with services and compensation up to a total of 20,000 euros per week depending on success as measured via observed trading activity in Europe. Additionally, the company granted to Yves Toelderer, principal of Cayo, 150,000 stock options, each entitling Mr. Toelderer to acquire one common share at an exercise price of 50 cents per common share for a period of two years, in accordance with the pursuant to the company's stock option plan. Twenty-five per cent of the options granted to Mr. Toelderer will vest every three months following the date of grant until the date 12 months following the date of grant.

The company has also engaged Apaton Finance GmbH, Hannover, Germany, to provide monthly German content creation, including digital print articles and video to their opt-in investor community and updates on their social media platforms. The activities are designed to enhance brand visibility, educate and engage stakeholders, and drive investor engagement. They will be provided up to June 30, 2025, with services and compensation of 20,000 euros for the engagement period. Additionally, the company granted to Mario Hose, principal of Apaton, 50,000 options, each entitling Mr. Hose to acquire one common share at an exercise price of 50 cents per common share for a period of two years, in accordance with the option plan. Twenty-five per cent of the options granted to Mr. Hose will vest every three months following the date of the grant until the date 12 months following the date of the grant.

Additionally, the company granted 1.65 million options, each entitling the holder thereof to acquire one common share at an exercise price of 50 cents per common share for a period of five years, to certain insiders of the company and all such options vested immediately. The company also granted 1.05 million options, each entitling the holder thereof to acquire one common share at an exercise price of 50 cents per common share for a period of two years, to certain consultants and an employee of the company. All such options are vested immediately.

The company also granted an aggregate of 1.81 million restricted share units (the RSUs) to certain directors, officers and consultants of the company pursuant to the company's restricted share unit plan (the RSU plan). The RSUs will vest as follows: 25 per cent on April 1, 2025; 25 per cent on July 1, 2025; 25 per cent on Oct. 1, 2025; and 25 per cent on Jan. 1, 2026. The option plan and RSU plan were last approved by the shareholders of the company on Nov. 1, 2024. The RSUs, options and any underlying common shares in the capital of the company will be subject to a four-month-and-one-day hold period pursuant to the policies of the Canadian Securities Exchange.

About Bionxt Solutions Inc.

Bionxt Solutions 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.

We seek Safe Harbor.