REX Opportunity Corp. Announces Completion of Financing Related 3-Cornered Amalgamation

Toronto, Ontario--(Newsfile Corp. - October 24, 2022) - REX Opportunity Corp. ("REX" or the "Corporation") is pleased to announce the completion of the previously announced financing related three-corner amalgamation of 2855490 Ontario Inc. ("OntInc") and 2855509 Ontario Corp. ("SubCorp"), a wholly owned subsidiary of REX under the Business Corporations Act (Ontario).

Earlier this year OntInc, a corporation formed to finance REX, completed a non-brokered private placement of units ("Units") at a price of $0.25 per Unit, resulting in proceeds, after exercise of retraction rights, of $577,500, each Unit comprised of one common share of OntInc and one common share purchase warrant a "Warrant"). Each Warrant entitled the holder to acquire one common share of OntInc at an exercise price of $0.45 for a period of two years from the date REX's common shares are listed for trading on a recognized Canadian stock exchange, subject to an accelerated expiry in the event the common shares trade at a 5-day VWAP at or above $0.60. The terms of the subscription agreement under the offering provided that upon certain conditions being met OntInc would amalgamate with a wholly owned subsidiary of REX by way of a 3-cornered amalgamation and securityholders of OntInc would receive common shares in the capital of REX and REX warrants with identical characteristics as the Warrants.

REX and the shareholders of OntInc agreed to waive the conditions and issue 1.666667 common shares in the capital of REX and 1.666667 common share purchase warrants of REX (having the same characteristics as the Warrants) for each outstanding OntInc common share and Warrant, resulting in the issuance of 3,850,001 shares and warrants of REX.

In connection with the completion of the amalgamation REX also issued 60,000 broker warrants ("Broker Warrants"). Each Broker Warrant entitles the holder to acquire one (1) common share of REX at a price of $0.25 for a period of two (2) years from the date REX's common shares are listed for trading on a recognized Canadian stock exchange.

About REX

REX is creating and acquiring royalty interests in YouTube channels. We offer the opportunity to invest directly in content creators and YouTube channels. With REX, investors share in the growth of the content industry.

For further information contact:

REX Opportunity Corp.
Jim Boyle, CEO 
jim@rexopportunity.com
www.rexopportunity.com

Doug Ibbitson, CIO
doug@rexopportunity.com

No securities regulatory authority, stock exchange or regulatory services provider has reviewed or accepts responsibility for the content of this release.

Forward-looking Statements

This press release contains "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding use of proceeds and new business strategies.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could affect forward-looking statements include, among others, the following: REX has limited resources, the adequacy of proceeds of financing, the ability of the Corporation to obtain financing, the regulatory environment, the economy and capital markets generally and in particular, the ability of management to implement a business strategy, the importance of key directors, employees, advisors and consultants, and potential for competition.

Any forward-looking statement made by REX in this press release is based only on information currently available to the Corporation and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Corporation 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 within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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