Mr. John Newman reports

NU E POWER CORP. ANNOUNCES AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

Further to the press release dated April 14, 2025, Nu E Power Corp. has entered into an amended and restated share purchase agreement (the amended SPA) with the principal shareholder of Blu Dot Systems Inc. and its concurrent offer to purchase to all of the other shareholders of Blu Dot pursuant to which the company expects to acquire 100 per cent of Blu Dot in an all-share deal.

The amended and restated share purchase agreement

Under the amended SPA, Nu E will issue an aggregate 29.5 million Nu E common shares in connection with the acquisition to be allocated pro rata based on each Blu Dot shareholder's proportionate interest in Blu Dot. This acquisition is subject to a number of closing conditions including Blu Dot having a positive working capital balance of $500,000 on closing and approval from the Canadian Securities Exchange (the CSE). The acquisition is expected to close on or about July 15, 2025. The issuance of Nu E shares, in connection with the acquisition, will not be subject to restrictions on resale unless required by applicable securities laws or the policies of the CSE. There is no finder's fee payable on closing of the acquisition.

About Blu Dot Systems Inc.

Blu Dot is a technical construction company that has operated in the solar and renewable energy space in Western Canada. The acquisition allows NU E to become a vertically integrated solar company that will be able to develop, design and construct its portfolio of projects. Blu Dot is currently negotiating contracts with several end users that are expected to contribute to NU E's growth and cash flow during 2025 and 2026.

The ownership has successfully constructed several large-scale utility solar farm construction projects to date.

Governance and shareholder protections

The acquisition will be treated as a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) as a director and officer of Nu E is also a director, officer and/or shareholder of Blu Dot.

MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders as well as a formal valuation for a transaction that constitutes a related party transaction, absent an exemption from such requirements.

Each issuance of Nu E shares to a related party will be considered a related party transaction within the meaning of MI 61-101 but it is expected that such transaction will be exempt from the valuation requirement of MI 61-101 as the Nu E shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 in that the fair market value of the consideration of the Nu E shares issued to the related party will not exceed $2.5-million.

About Nu E Power Corp.

Nu E Power is a green energy company focused on the developing, construction and operating clean and renewable energy infrastructure across North America. The company has a partnership with Low Carbon Canada Solar Ltd., a subsidiary of the United Kingdom-based renewables major, Low Carbon Investment Management Ltd. To facilitate non-dilutive investment into the company with the goal of developing up to two gigawatts of renewable energy projects in Canada by 2030.

We seek Safe Harbor.