Newtopia Completes $2 Million Debt Financing, Assignment of Existing Senior Secured Credit Facility and Provides Corporate Update

• Existing senior secured credit facility assigned to new investors; added $1.6 million of new senior secured financing, and settled $0.4 million owing to officers and directors for no cash consideration
• Moving towards cash flow positive status within calendar 2025
• Supports Newtopia's ability to facilitate sustainable metabolic health outcomes, proven cost savings and demonstrated positive ROI to GLP-1 sponsors
• Highly scalable alongside the rise of Health AI: unique and rich longitudinal data sets and capabilities will enrich and accelerate progress of next-gen clinical discovery platforms and predictive health analytics
• Reports best-ever engagement, weight-loss and A1C reduction outcomes in company's 12-year history with Heartland Whole Health Institute in Arkansas, USA

Toronto, Ontario--(Newsfile Corp. - May 14, 2025) - Newtopia Inc. (TSXV: NEWU) ("Newtopia" or the "Company"), a tech-enabled whole health platform creating economically affordable and sustainable habits that prevent, slow and reverse metabolic disease, today announced the completion of a transaction that included (i) an aggregate $1.6 million in new senior secured debt financing (the "New Secured Funds"), and (ii) the settlement of $0.4 million in amounts owing to certain officers and directors for past services to the Company, for no cash consideration.

Prior to advancing the New Secured Funds, B.E.S.T. Venture Opportunities Fund Inc. (the "Lender") purchased the Company's existing senior secured indebtedness, with a current outstanding balance of approximately $5.0 million (the "Assigned Debt") which obligations of the Company under the Assigned Debt has been consolidated with the New Secured Funds and form part of the Company's obligations under a new loan (the "Consolidated Facility").

Concurrently with closing of the Consolidated Facility, participating interests in the Consolidated Facility were sold by the Lender (i) to certain accredited investors, including existing investors in the Company, in return for an aggregate of $400,000 in cash, and (ii) to certain officers and directors of the Company in return for such individuals forgiving and releasing the Company from an aggregate of $400,000 in amounts owing for past services.

Summary terms of the Consolidated Facility include:

• 2-year term with 15% p.a. accruing interest (no cash payment during the term)
• Senior secured obligation of the Company
• Includes participation by existing investors in the Company
• Previous senior secured credit facility assigned to the Lender
• Covenants, including in respect to adherence to budgetary goals and optimizing the business sizing, along with other conditions consistent for a financing of this type, are included in the terms of the Consolidated Facility.

"We are proud that over 175,000 participants have benefited from Newtopia's integrated tech-enabled offering as we continue to drive industry-leading patient engagement and to cultivate healthy habits that can prevent, slow and reverse chronic metabolic disease with a proven value-based model," said Jeff Ruby, Newtopia Founder and CEO. "Furthering this achievement, earlier this month we reported one-year outcomes from our ongoing trial with Arkansas-based Heartland Whole Health Institute, that produced Newtopia's best-ever outcomes in our 12-year history, including our highest engagement rates, greatest weight loss outcomes, and most significant A1C reduction outcomes. Importantly, we achieved this in both provider and employer environments."

"Now, on the strength of this new financing, Newtopia will leverage our core capabilities and strengths to drive even greater value to stakeholders by combining our proven habit change platform with GLP-1 drugs for obesity and type 2 diabetes management, and by partnering with health AI and clinical discovery innovators to improve our collective ability to prevent, reverse and slow chronic disease," Ruby added.

Ruby concluded, "Newtopia has spent the past 12 years partnering with the most sophisticated market innovators to deliver proven habit change solutions that are sustainable and affordable. These core competencies, together with our unparalleled experience, are now wonderfully complementary to the remarkable GLP-1 class of drugs that require engaging and effective habit change to sustain their positive outcomes and deliver a return on investment over time. Newtopia stands in a unique position to enable this progress, given our attractive value-based unit economics, our tech-enabled and scalable offering, and our current, cash flow break-even operating mode."

The Consolidated Facility is secured against all of the Company's present and after-acquired property and bears interest at a rate of 15% per annum and matures on the earlier of (i) any change of control or sale or disposition of all or substantially all of the assets of the Company, and (ii) May 13, 2027 (the "Maturity Date"). The Consolidated Facility does not contemplate any principal or interest payments until the Maturity Date when all principal and accrued and unpaid interest becomes due.

Certain finders acting in connection with the sale of the participating interests received a finder's fee in the aggregate total amount of $10,325. The Company will use the net proceeds of the Consolidated Facility for corporate and general working capital purposes.

The Consolidated Facility has been conditionally approved by the TSX Venture Exchange (the "TSXV").

Failure to File Cease Trade Order

Newtopia has had a delay in filing its annual financial statements, management's discussion and analysis, related officers' certifications for the financial year ended December 31, 2024 (collectively, the "Annual Filings"), which are required to be filed on or before April 30, 2025. The delay in filing the Annual Filings is primarily a result of the Company's resource limitations, combined with recent downsizing of key Company personnel. The Company intends to complete the Annual Filings as soon as possible. As a result of that delay, the Company has been noted in default by applicable securities regulatory authorities in Canada and that the Ontario Securities Commission, as principal regulator, has issued a 'failure-to-file' cease trade order ("FFCTO") in accordance with the principles and guidance set out in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions of the Canadian Securities Administrators. The FFCTO prohibits any trading in securities of the Company for so long as it remains in effect, in all Canadian jurisdictions in which the Company is a reporting issuer as well as certain other Canadian jurisdictions based on the provisions of local securities legislation and is anticipated to remain in effect until after the Annual Filings have been filed. The FFCTO is also expected to result in a suspension of the Company's shares from trading on the TSXV, which will continue until the FFCTO is revoked and all TSXV requirements are satisfied. The Company is working towards getting the Annual Filings filed and intends to provide updates if and when necessary in accordance with applicable securities laws. The Company anticipates that the FFCTO will remain in place until such time as the Annual Filings are filed. If the Annual Filings are filed within 90 days of the date of the FFCTO, such filings will constitute the Company's application to have the FFCTO revoked. There can be no assurance that the FFCTO will be revoked on the timeline contemplated by the Company.

About Newtopia

Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow, or reverse metabolic disease while reducing healthcare costs. The platform leverages genetic, social and behavioral insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centered approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed in Canada on the Toronto Venture Exchange (TSXV: NEWU). To learn more, visit newtopia.com, LinkedIn or X.

Forward-Looking Statements

This news release contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, and forward looking statements, within the meaning of applicable United States securities legislation (collectively, "forward-looking statements"), which reflects management's expectations regarding Newtopia's future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Newtopia's current views and intentions with respect to future events, based on information available to Newtopia, and are subject to certain risks, uncertainties, and assumptions. Material factors or assumptions were applied in providing forward-looking information. While forward-looking statements are based on data, assumptions and analyses that Newtopia believes are reasonable under the circumstances, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. These forward-looking statements include, among other things, statements with respect to the Consolidated Facility, the use of proceeds and the timing, and the anticipated timing of filing the Annual Filings. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Certain of the "risk factors" that could cause actual results to differ materially from Newtopia's forward-looking statements in this press release include, without limitation: the termination of contracts by clients, , including the risk factors discussed or referred to in Newtopia's disclosure documents, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca including Newtopia's final long form prospectus dated March 30, 2020.

Should any factor affect Newtopia in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Newtopia does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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

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