Mr. Adam Zaghlou reports

NTG CLARITY ANNOUNCES BROKERED LIFE OFFERING FOR UP TO C$10.0 MILLION

NTG Clarity Networks Inc. has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a best effort private placement offering of up to 4,545,456 units of the company at a price of $2.20 per unit for gross proceeds of up to $10.0-million.

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 entitle the holder thereof to purchase one common share at a price of $2.95 at any time on or before the date which is 24 months after the closing date of the offering.

The company intends to use the net proceeds of the offering to support the expansion and delivery of its digital transformation solutions and for working capital and general corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the units are being offered for sale to purchasers resident in all provinces of Canada, except Quebec, in reliance on the listed issuer financing exemption from the prospectus requirement available under Part 5A of National Instrument 45-106. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The agents will also be entitled to offer the units for sale in each of the provinces of Canada pursuant to available exemptions from the prospectus requirement under NI 45-106 (other than the listed issuer financing exemption), in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date of the offering.

The company expects to close the offering on or about July 17, 2025. The offering remains subject to the satisfaction of certain conditions, including the receipt of all necessary regulatory approvals and the approval of the TSX Venture Exchange.

About NTG Clarity Networks Inc.

NTG Clarity Networks' vision is to be a global leader in digital transformation solutions. As a Canadian company established in 1992, NTG Clarity has delivered software, networking and information technology solutions to large enterprises including financial institutions and network service providers. More than 1,200 IT and network professionals provide design, engineering, implementation, software development and security expertise to the industry's leading enterprises.

We seek Safe Harbor.