FluroTech Announces Debt Settlement Agreement

Calgary, Alberta--(Newsfile Corp. - April 30, 2024) - FluroTech Ltd. (TSXV: TEST.H) ("FluroTech" or the "Company") is pleased to announce that it has entered into a debt settlement agreement (the "Debt Settlement Agreement") as of April 30, 2024 with an arm's length creditor (the "Creditor") to settle an outstanding debt in the amount of $136,986 (the "Debt"). The Debt comprises the outstanding balance owed by the Company to the Creditor.

Pursuant to the Debt Settlement Agreement, the Creditor has agreed to subscribe for common shares in the capital of the Company under which the total aggregate amount of the Debt will be satisfied in full and final settlement of the Company through the issuance and delivery of 1,826,480 fully paid common shares (the "Debt Shares") in the capital of the Company (the "Common Shares") with an assigned issue price of $0.075 per Common Share (collectively, the "Shares for Debt Transaction"). The Debt Shares are being issued at a price equal to the price per share issued under the Company's recent bridge financing which was disclosed in a news release dated April 26, 2024, in accordance with the policies of the TSXV.

No new control person of the Company will be created pursuant to the Shares for Debt Transaction.

The Company is proposing to issue the Common Shares pursuant to the Shares for Debt Transaction to preserve cash to fund the Company's proposed "Change of Business" transaction as such term is defined in TSXV Policy 5.2 - Changes of Business and Reverse Takeovers ("Policy 5.2") and as is further described in the Company's press releases dated April 19, 2024 and April 26, 2024. The Common Shares issued pursuant to the Shares for Debt Transaction will be issued pursuant to a prospectus exemption and will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

Final approval of the Shares for Debt Transactions remains subject to approval of the TSXV.

Trading Halt

In accordance with Policy 5.2, the Common Shares are currently halted from trading and are expected to remain halted pending the requirements of Section 2.5 of Policy 5.2 being met.

About FluroTech

FluroTech was incorporated under the Business Corporations Act (Alberta) on May 24, 2018. FluroTech is currently inactive with limited operations and the Common Shares of FluroTech are currently halted on the NEX. FluroTech has no commercial operations and no assets other than cash and is a reporting issuer in the provinces of Alberta and British Columbia.

For further information contact:

Michael Rodyniuk, Chief Executive Officer
FluroTech Ltd.
c/o Borden Ladner Gervais LLP
Centennial Place, 520 3 Ave SW Suite 1900
Calgary, AB T2P 0R3
Attention: Michael Rodyniuk, President & CEO
E-mail: mrod@cafincorp.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: acceptance of the TSXV of the Shares for Debt Transaction, completion of the proposed "Change of Business" transaction and the timing of completion of the Shares for Debt Transaction. FluroTech cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FluroTech, including expectations and assumptions concerning FluroTech, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable) and the satisfaction of other closing conditions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of FluroTech. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and FluroTech does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

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