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INEO Tech Corp. — Capital/Financing Update 2025
Nov 25, 2025
46461_rns_2025-11-24_b4b3e243-317c-469d-9870-3da22c2a9e79.pdf
Capital/Financing Update
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PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 2:00 P.M. (PACIFIC TIME) ON DECEMBER 29, 2025
This rights offering circular (this "Circular") has been prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Circular. Any representation to the contrary is an offence.
This is the Circular we referred to in the November 24, 2025 rights offering notice (the "Notice"), which you should have already received. Your DRS advice and relevant forms were enclosed with the Notice. This Circular should be read in conjunction with the Notice and our continuous disclosure prior to making an investment decision.
The offer of these securities is made in (i) all provinces and territories of Canada except Quebec, (ii) each state of the United States (excluding Arizona, Arkansas, California, Minnesota, Ohio, Utah and Wisconsin), and (iii) in all jurisdictions outside Canada and the United States excluding any jurisdiction that does not provide a prospectus exemption substantially similar to the exemption provided in Canada or that otherwise requires obtaining any approvals of a regulatory authority in such jurisdiction or the filing of any document by the Company in such jurisdiction in connection with this offering (collectively, the "Eligible Jurisdictions"). In addition, the offering is not being made in jurisdictions where the Company is not eligible to make such offer.
Rights Offering Circular
November 24, 2025
INEO TECH CORP.
We currently have a working capital deficit. We require 75% of the offering in order to fund INEO for approximately 12 months. The working capital deficit will not be completely abated by the offering but will be reduced over time.
OFFERING OF RIGHTS TO SUBSCRIBE FOR SHARES AT A PRICE OF $0.01 PER SHARE
References in this Circular to "we", "our", "us" and similar terms are to INEO Inc. ("INEO" or the "Company"). References in this Circular to "you", "your" and similar terms are to holders of INEO' common shares (the "Shares"). Unless otherwise indicated, references herein to "$" or "dollars" are to Canadian dollars.
SUMMARY OF THE RIGHTS OFFERING
| Why are you reading this Circular? | We are issuing to the holders of our outstanding Shares and who are resident in an Eligible Jurisdiction, rights to subscribe for Shares on the terms described in this Circular. The purpose of this Circular is to provide you with detailed information about your rights and obligations in respect of the rights offering (the “Rights Offering”). This Circular should be read in conjunction with the Notice. |
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| What is being offered? | Each holder of Shares of INEO of record at close of market on December 2, 2025 (the “Record Date”) who is resident in an Eligible Jurisdiction will be offered one (1) right (a “Right”) for each one (1) Share held. No fractional Rights will be issued. All fractional Rights will be rounded down to the next lowest whole number of Rights and no additional compensation will be paid. |
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| Who is eligible to receive Rights? | The Rights are being offered only to shareholders resident in Eligible Jurisdictions (“Eligible Holders”). Shareholders will be presumed to be resident in the place shown on their registered address, unless the contrary is shown to our satisfaction. Neither the Notice nor this Circular is to be construed as an offering of the Rights, nor are the Shares issuable upon exercise of the Rights offered for sale, in any jurisdiction outside of Eligible Jurisdictions or to shareholders who are residents of any jurisdiction other than the Eligible Jurisdictions (“Ineligible Holders”).
Ineligible Holders will not receive a DRS Advice or Subscription Form (as herein defined), but will be sent a letter advising them that their Rights will be held by Odyssey Trust Company (the “Rights Agent”), who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “How to exercise the Rights? Who is eligible to receive Rights?” |
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| What does one Right entitle you to receive? | Each one (1) Right entitles you to subscribe for one (1) Share of INEO at a subscription price of $0.01 per Share (the “Basic Subscription Privilege”) until 2:00 p.m. (Pacific time) on December 29, 2025.
If you exercise your Basic Subscription Privilege in full, you will also be entitled to subscribe pro rata for Shares (the “Additional Shares”) not otherwise purchased, if any, pursuant to the Basic Subscription Privilege (the “Additional Subscription Privilege”).
Exercises under the Basic Subscription Privilege and the Additional Subscription Privilege are subject to the Change of Control Restriction (as defined herein).
Following closing of the Rights Offering and issuance of Shares upon exercise of the Rights, the Company intends to complete a consolidation of its issued and outstanding Shares on the basis of one (1) post-consolidation Share for every ten (10) pre-consolidation Shares (the “Consolidation”). |
| What is the subscription price? | $0.01 per Share (the “Subscription Price”). |
| When does the Offer expire? | 2:00 p.m. (Pacific time) on December 29, 2025 (the “Expiry Date”). |
| What are the significant attributes of the Rights issued under the Rights Offering and the securities to be issued upon the exercise of the Rights? | Each one (1) Right entitles you to subscribe for one (1) Share at the Subscription Price. The Rights are transferable. See “How does a Rights holder sell or transfer Rights?” A Right does not entitle the holder thereof to any rights whatsoever as a securityholder of INEO other than the right to subscribe for and purchase Shares on the terms and conditions described herein.
We are authorized to issue an unlimited number of Shares of which 168,335,684 are issued and outstanding as of the date hereof. Holders of Shares are entitled to dividends if, as and when declared by our directors, to one vote per share at meetings of our shareholders and, upon liquidation, to receive such assets of INEO as are distributable to the holders of the Shares. |
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| What are the minimum and maximum number or amount of Shares that may be issued under the Rights Offering? | A maximum of 168,335,684 Shares (the “Offering”) will be issued under the Rights Offering. There is no minimum number of Shares that will be issued under the Rights Offering.
Assuming the Company completes the Consolidation, the number of outstanding Shares after completion of the Offering and the Consolidation will be reduced by a factor of 10. |
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| Where will the Rights and the securities issuable upon the exercise of the Rights be listed for trading? | The Company’s Shares are listed for trading on the TSX Venture Exchange (the “TSXV”) under the trading symbol “INEO” and will commence trading “Ex-Rights” on December 2, 2025.
The Rights will trade on the TSXV under the trading symbol “INEO.RT” on December 2, 2025 until 1:00 p.m. (Eastern time) on December 29, 2025.
The Shares issuable upon the exercise of the Rights will also trade on the TSXV. |
This Rights Offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this Rights Offering Circular in accordance with the disclosure requirements of Canada. Prospective investors should be aware that those requirements are different from those of the United States. Financial statements referenced herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the issuer is organized under the laws of British Columbia, Canada, that a majority of its directors and officers named in this Circular are residents of Canada, and that a substantial portion of the assets of the issuer and of said persons are located outside the United States.
THE SECURITIES OFFERED BY THIS CIRCULAR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE SECURITIES REGULATOR NOR HAS THE SEC OR ANY STATE SECURITIES REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
FORWARD-LOOKING STATEMENTS
This Circular contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that we believe, expect or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forward-looking statements in this Circular include, without limitation, statements with respect to: our expectations regarding the estimated costs of the Rights Offering and the net proceeds to be available upon completion; the use of proceeds from the Rights Offering and the availability of funds from sources other than the Rights Offering; and our ability to continue as a going concern.
Forward-looking statements are subject to a number of risks and uncertainties that may cause our actual results to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or
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substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, us. Factors that could cause actual results or events to differ materially from current expectations include, among other things, uncertainties relating to the availability and cost of funds; closing the Rights Offering; delays in obtaining or failure to obtain required approvals to complete the Rights Offering; the uncertainty associated with estimating costs to complete the Rights Offering, including those yet to be incurred; and other risks related to our business and the Rights Offering.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty.
USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the Rights Offering?
Pursuant to the Rights Offering, the Company will raise gross proceeds of up to $1,683,357. On October 31, 2025, the Company announced the closing of a non-brokered private placement of 5,990,000 Shares at a price of $0.04 per Share, for total proceeds of $239,000 (the "Private Placement"). The Company estimates that it will have the following funds available after giving effect to the Rights Offering.
| Assuming 15% of Rights Offering | Assuming 50% of Rights Offering | Assuming 75% of Rights Offering | Assuming 100% of Rights Offering | ||
|---|---|---|---|---|---|
| A | Amount to be raised by the Rights Offering | $252,504 | $841,678 | $1,262,518 | $1,683,357 |
| B | Selling commissions and fees | N/A | N/A | N/A | N/A |
| C | Estimated offering costs (e.g., legal, accounting, audit) | $50,000 | $50,000 | $50,000 | $50,000 |
| D | Available funds: D = A - (B+C) | $202,504 | $791,678 | 1,212,518 | $1,633,357 |
| E | Additional sources of funding required | $239,600 | $239,600 | $239,600 | $239,600 |
| F | Total: F=D+E | $442,103 | 1,081,278 | $1,452,118 | $1,872,957 |
As at October 31, 2025, the Company had a working capital deficiency of approximately $1,350,410. The working capital deficiency is an approximate estimate by management of INEO.
The change from a positive working capital position as at December 31, 2024 was primarily attributable to: (i) the Company's decision to leverage supplier credit terms to install the Company's systems in retail stores and pre-purchase inventory and materials in order to support anticipated sales and installation activity; and (ii) legal expenses of approximately $250,000 incurred in connection with a requisitioned shareholder meeting which ultimately did not proceed.
Management expects to reduce the working capital deficiency over time through cash flows from operations, with an increased emphasis on licensing and subscription revenues and economies of scale arising from a larger installed base with lower per-unit manufacturing costs. Management anticipates monthly operating deficits will narrow during fiscal 2026, which, if realized, would facilitate repayment of the deficiency.
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As the Company is coming to the end of an R&D intensive period with multiple patents filed and further extending of the Company's technology to develop new subscription revenue services such as the announced INEO ORCA product, the Company will be in a position to scale back R&D if necessary. Furthermore, the Company may experience a significant cash influx upside with the federal government's Fall Budget where the SR&ED program of refundable tax credits is being extended to eligible Canadian Public Corporations. INEO will likely qualify and will be eligible for SR&ED refundable credits which management estimates will translate into a net inflow of $840,000 in cash for INEO.
These statements are forward-looking and subject to the risks and assumptions described under "Risk Factors" and "Caution Regarding Forward-Looking Information," and there can be no assurance that the Deficiency will be eliminated within any particular period. The ability of the Company to continue operations and carry out its planned business objectives is dependent on its ability to raise adequate financing from shareholders and other investors, the continued support from its directors, creditors and stakeholders. The outcome of these matters cannot be predicted at this time. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. The above factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, it may be unable to realize its assets and liabilities in the normal course of business.
How will we use the available funds?
We plan to use the net proceeds of the Rights Offering for inventory purchases, customer deployments, payment of current liabilities and for general and administrative expenses.
| Description of intended use of available funds listed in order of priority. | Assuming 15% of Rights Offering | Assuming 50% of Rights Offering | Assuming 75% of Rights Offering | Assuming 100% of Rights Offering |
|---|---|---|---|---|
| Inventory Purchase and Customer Deployments | $100,000 | $500,000 | $800,000 | $1,000,000 |
| General and Administrative Expenses (including paying down current liabilities) | $342,103 | $581,278 | $652,118 | $872,957 |
| Total: Equal to F in the available funds chart above | $442,103 | $1,081,278 | $1,452,118 | $1,872,957 |
(1) Assuming completion of the full amount of the Private Placement.
We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons.
Management believes that the Rights Offering will significantly benefit the Company. It will reduce the Company's overall debt with suppliers at a sensitive time enabling the Company to deploy more systems in retail stores. Furthermore, if the Rights Offering is fully subscribed, it will accelerate the Company's deployment with its two main retailer customers and its large licensee, bringing revenue forward and giving more opportunity to win new business. The combination of all the aforementioned would improve the Company's balance sheet and strengthen the Company to a point where it can finance under friendlier terms for current shareholders and the Company's long-term benefit.
The Company will continue to operate with a working capital deficiency balancing liabilities with business expansion expenses. INEO is focused on migrating to a fully customer paid installation model. With this change the capital nature of the Company's past model will be retired and the use of cash will be primarily to float inventory between build time and payment time by customers and for the operational costs of the business. The Company expects its focus on licensing fees, subscription fees and the sale of its proprietary hardware with strong margins, allowing it to scale the business with the cash resources generated by this Rights Offering.
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The ability of the Company to continue operations and carry out its planned business objectives is dependent on its ability to raise adequate financing from shareholders and other investors, the continued support from its directors, creditors and stakeholders. The outcome of these matters cannot be predicted at this time. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. The above factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, it may be unable to realize its assets and liabilities in the normal course of business.
The Company intends to use proceeds from the Rights Offering towards inventory purchases and customer deployments and for general and administrative purposes, including paying existing payables.
INEO is the inventor and operator of the INEO Media Network for retailers. It provides retail analytics and targeted advertising through its cloud-based Internet of Things (IoT) and Artificial Intelligence (AI) technology. INEO's Media Network is based on the Company's breakthrough product, the INEO Welcoming Pedestal, the first system that combines traditional retail security tag readers with digital advertising screens to target messages to shoppers as they enter and exit a retail establishment.
During the twelve months ended June 30, 2025 the Company had a net loss of $3,586,586 and spent $2,865,154 cash on operating activities. The Company expects to incur further losses in the development of its business, all of which indicate the existence of material uncertainty that may cast doubt upon the Company's ability to continue as a going concern and, therefore, its ability to realize its assets and discharge its liabilities in the ordinary course of business. The Company's ability to continue as a going concern depends on its ability to obtain the necessary financing to develop and acquire business projects to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.
How long will the available funds last?
Assuming 75% or more of the Offering closes, the net proceeds of the Offering will provide funds as stated above. Management expects that INEO's anticipated revenues during the 12 months following the closing of the Offering can be sufficient to cover the costs and expenses of maintaining our current operations. We expect the funds raised pursuant to the Rights Offering will be sufficient to meet our working capital requirements for approximately 12 months from the date of this Circular. It is sufficient to meet our working capital requirements for the Company to continue operations and fund the Company's continued growth in accordance with our business objectives.
INSIDER PARTICIPATION
Will insiders be participating?
The Company believes that its directors and officers who own Shares intend to exercise all of their Rights to purchase Shares under their Basic Subscription Privilege. It is unknown if other insiders will exercise their Rights. On November 4, 2025, Coenda Investments Holdings Corp., an Insider of the Company, announced that it had filed a Form 45-402F1 giving notice of its intention to divest up to 80,000,000 Shares that it owns through the facilities of the TSX Venture Exchange or in private sales, subject to compliance with the rules of the TSX Venture Exchange.
This reflects the intentions of such "insiders" (as defined in applicable Canadian securities legislation) as of the date hereof to the extent such intentions are reasonably known to the Company; however, such insiders may alter their intentions before the Expiry Time on the Expiry Date. No assurance can be given that the respective insiders will exercise their Rights to acquire Shares. As at the date hereof, insiders of the Company, own or exercise control or direction over, directly or indirectly, 97,259,043 Shares, representing approximately 57.78% of the issued and outstanding Shares. In the event that these Shareholders exercised their Basic Subscription Privilege, these Shareholders would own an aggregate of 194,518,086 Shares.
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Who are the holders of 10% or more of our securities before and after the Rights Offering?
To the knowledge of the directors and senior officers of INEO, as at the date hereof, no person or company beneficially owns, directly or indirectly, or controls or directs more than 10% of any class of INEO' voting securities, except as set out below.
| Shareholder Name | Number of Common Shares held | % of Issued and Outstanding |
|---|---|---|
| Coenda Investment Holdings Corp. | 80,000,000 | 47.52% |
(2) For the purposes of the table above, holdings are expressed on a pre-Consolidation basis.
Change of Control Restriction
If any one person or persons acting jointly or in concert acquires 50% or more of the outstanding Common Shares, the Company will have the following change of control obligations: (i) Kyle Hall, Chief Executive Officer and director of the Company, and Greg Watkin, Founder, Chairman and President of the Company, will each be entitled to receive three years' severance (i.e. $525,000 each) and benefits continuance; and (ii) the Company's 15,195,863 stock options outstanding as of the date thereof, of which Mr. Hall and Mr. Watkin each hold 4,325,000 stock options, will vest immediately (collectively, the "Change of Control Rights").
The Change of Control Rights shall not become triggered or become payable by reason of an issuance in connection with this Offering. The Company reserves the right to reduce or reject any exercise of the Basic Subscription Privilege and the Additional Subscription Privilege, to ensure that no subscriber's share ownership of the Company, together with any joint actors, exceeds 49.99% of the issued and outstanding Common Shares. If reductions to the Basic Subscription Privilege or the Additional Subscription Privilege are required, allocations will be made pro rata among holders exercising the Basic Subscription Privilege and the Additional Subscription Privilege, respectively, based on the number of Rights exercised by each such holder (the "Change of Control Restriction"), and excess exercise funds will be return to holders whose allocations were reduced. No securities will be issued under the Rights Offering if such issuance would have the effect of granting the Change of Control Rights.
For clarity, if a subsequent transaction outside such Rights Offering results in a change of control, the Change of Control Rights shall apply in accordance with their terms.
DILUTION
If you do not exercise your Rights, by how much will your security holdings be diluted?
If you wish to retain your current percentage ownership of the Shares, you should exercise your Rights and pay the Subscription Price for the Shares to which you are entitled under the Basic Subscription Privilege. If you fail to do so, your percentage ownership of the Shares will, if all of the Rights are exercised be diluted by approximately 50%.
As an illustration, if you own 1,000,000 Shares on the Record Date, fail to exercise your right to purchase 1,000,000 Shares under the Offering, and all other Shareholders fully exercise their Basic Subscription Privilege and Additional Subscription Privilege (i.e., the Company issues 168,335,684 Shares), your percentage ownership of the issued and outstanding Shares will change from 0.6% to 0.3%.
MANAGING DEALER, SOLICITING DEALER AND UNDERWRITING CONFLICTS
Who is the managing or soliciting dealer and what are its fees?
There is no managing dealer or soliciting dealer in respect of the Rights Offering nor any fees payable.
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HOW TO EXERCISE THE RIGHTS
How does a security holder that is a registered holder participate in the Rights Offering?
If you are a registered holder of Shares, a direct registration advice issued under the Rights Agent's direct registration system (the "DRS Advice") representing the total number of transferable Rights to which you are entitled as of the Record Date and a Rights subscription form (the "Subscription Form") have been mailed to you with a copy of the Notice. To exercise the Rights represented by the DRS Advice, you must complete and deliver the Subscription Form in accordance with the instructions set out below. Rights not exercised at or prior to 2:00 p.m. (Pacific time) on December 29, 2025 (the "Expiry Time") will be void and of no value. The method of delivery is at the discretion and risk of the holder of the Rights and delivery to the Rights Agent will only be effective when actually received by the Rights Agent at its office. See "Appointment of Rights Agent – Who is the Rights Agent?". Subscription Forms and payments received after the Expiry Time will not be accepted.
In order to exercise your Rights you must:
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Complete and sign Box 1 of the Subscription Form. The maximum number of Rights that you may exercise under the Basic Subscription Privilege is shown on the face of the DRS Advice. If you complete Box 1 of the Subscription Form so as to exercise some but not all of the Rights evidenced by the DRS Advice, you will be deemed to have waived the unexercised balance of such Rights, unless you otherwise specifically advise the Rights Agent at the time the Subscription Form is delivered to the Rights Agent.
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Additional Subscription Privilege. Complete and sign Box 2 of the Subscription Form only if you also wish to participate in the Additional Subscription Privilege. See "How to Exercise the Rights? – What is the Additional Subscription Privilege?"
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Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of Odyssey Trust Company.. In order to purchase one Share, you must own one (1) Right and pay a price of $0.01 per Share. In addition to the amount payable for any Shares you wish to purchase under the Basic Subscription Privilege, you must also pay the amount required for any Shares subscribed for under the Additional Subscription Privilege.
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Delivery. Deliver or mail the completed Subscription Form and payment in the enclosed return envelope addressed to the Rights Agent so that it is received before the Expiry Time. If you are mailing your documents, registered mail is recommended. Please allow sufficient time to avoid late delivery. The address for the Rights Agent is as follows:
Odyssey Trust Company
Traders Bank Building
Attn: Corporate Actions
1100 – 67 Yonge Street
Toronto ON M5E 1J8
The signature on the Subscription Form must correspond in every particular with the name that appears on the face of the Subscription Form.
Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Rights Agent. We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription in our sole discretion. Subscriptions are irrevocable. We reserve the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Shares pursuant thereto could be unlawful. We also reserve the right to waive any defect in respect of any particular subscription. Neither we nor the Rights Agent is under
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any duty to give any notice of any defect or irregularity in any subscription, nor will we be liable for the failure to give any such notice.
How does a security holder that is not a registered holder participate in the Rights Offering?
You are a beneficial Eligible Holder if you hold your Shares through a securities broker or dealer, bank or trust company or other participant (a “Participant”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”). The total number of Rights to which all beneficial Eligible Holders as of the Record Date are entitled will be issued to CDS and will be deposited with CDS following the Record Date. We expect that each beneficial Eligible Holder will receive a confirmation of the number of Rights issued to it from the applicable Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights.
Neither we nor the Rights Agent will have any liability for (i) the records maintained by CDS or Participants relating to the Rights or the book-entry accounts maintained by them, (ii) maintaining, supervising or reviewing any records relating to such Rights, or (iii) any advice or representations made or given by CDS or Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or Participants.
If you are a beneficial Eligible Holder:
- to exercise your Rights held through a Participant, you must instruct such Participant to exercise all or a specified number of such Rights, and forward to such Participant, the Subscription Price for each Share that you wish to subscribe for; and
- you may subscribe for Additional Shares pursuant to the Additional Subscription Privilege by instructing such Participant to exercise the Additional Subscription Privilege in respect of the number of Additional Shares you wish to subscribe for, and forwarding to such Participant the Subscription Price for such Additional Shares requested.
Any excess funds will be returned to the applicable Participant for the account of the beneficial holder, without interest or deduction.
Who is eligible to receive Rights?
The Rights Offering is only being made to Eligible Holders. The Rights and Shares issuable upon exercise of the Rights are not being offered, with limited exceptions, to persons who are or appear to be, or who the Company or the Rights Agent have reason to believe are, residents of jurisdictions other than the Eligible Jurisdictions, nor will the Company or Rights Agent accept subscriptions from any Ineligible Holder or from any transferee of Rights who is or appears to be, or who the Company or Rights Agent have reason to believe is, a resident of any jurisdiction or place other than the Eligible Jurisdictions, unless such security holder or transferee satisfies the Company on or before December 22, 2025, that such offering to and subscription by such security holder or transferee is lawful and in compliance with all securities and other laws applicable in the Eligible Jurisdictions and the jurisdiction where such security holder or transferee is resident and would not require the Company to file any documentation, make any application or make any payment of any nature whatsoever. Following such date and prior to the Expiry Time, the Rights Agent shall, for the account of registered Ineligible Holders, attempt to sell the Rights of such Ineligible Shareholders represented by DRS Advices in the possession of the Rights Agent on such date(s) and at such price(s) as the Rights Agent determines in its sole discretion. No charge will be made for the sale of Rights by the Rights Agent except for a proportionate share of any brokerage commissions incurred by the Rights Agent and the costs of or incurred by the Rights Agent in connection with the sale of the Rights. Ineligible Holders will not be entitled to instruct the Rights Agent in respect of the price or the time at which the rights are to be sold. The Rights Agent will endeavour to effect sales of Rights on the open market and any proceeds received by the Rights Agent with respect to the sale
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of Rights net of brokerage fees and costs incurred and, if applicable, the Canadian tax required to be withheld, will be divided on a pro rata basis among such registered Ineligible Holders and delivered by mailing cheques in Canadian funds as soon as practicable to such registered Ineligible Holders at their addresses recorded on the Company's books. Amounts of less than $10.00 will not be remitted. The Rights Agent will act in its capacity as agent of the registered Ineligible Holders on a best-efforts basis only and the Company and the Rights Agent do not accept responsibility for the price obtained on the sale of, or the inability to sell, the Rights on behalf of any registered Ineligible Holder.
Notwithstanding the foregoing, Ineligible Holders will be allowed to exercise their Rights, if they establish to the satisfaction of the Company that the receipt by them of the Rights and the issuance to them of the Shares upon the exercise of the Rights: (a) will not be in violation of the laws of their jurisdiction of residence or other applicable jurisdiction; and (b) will not impose any requirement on the Company to comply with legal requirements in the applicable jurisdiction other than those being complied with for the offering of Rights in the Eligible Jurisdictions, or if management of the Company, in its own discretion, agrees to meet the legal requirements of the applicable jurisdiction.
DRS Advices in respect of Rights issued to Ineligible Holders will not be issued and forwarded to Ineligible Holders. Ineligible Holders have been sent the Notice of Rights Offering for information purposes only, together with a letter advising them that their DRS Advices will be issued to and held by the Rights Agent, which will hold such Rights as agent for the benefit of all Ineligible Holders. Instructions as to the exercise of the Rights held by Ineligible Holders will not be accepted from such shareholders (unless such holders satisfy the Company that the offer of Rights to, and subscriptions by, such holders is lawful and in compliance with all securities and other laws as described in the paragraph immediately above). Ineligible Holders may transfer their rights, provided that (i) such holders notify and provide transfer instructions to the Company and the Rights Agent, in writing, on or before December 22, 2025, and (ii) that the transferee's address on the transfer instructions is in an Eligible Jurisdiction. If the Company (i) is not satisfied that the offer of Rights to, and subscription by, such Ineligible Holders is lawful and in compliance with all securities and other laws as described in the paragraph immediately above, and (ii) does not receive transfer instructions from such Ineligible Holders to a transferee with an address in an Eligible Jurisdiction, such Rights will expire on the Expiry Date.
Shareholders will be presumed to be resident in the place of their registered address, unless the contrary is shown to the satisfaction of the Company. A registered Ineligible Holder whose address of record is outside the Eligible Jurisdictions but who holds Shares on behalf of a holder who is eligible to participate in the Rights Offering must notify the Company and the Rights Agent, in writing, on or before December 22, 2025 if such beneficial holder wishes to participate in the Rights Offering. Otherwise, the Rights will expire on the Expiry Date.
Rights delivered to brokers, dealers or other Participants may not be delivered by those intermediaries to Ineligible Holders. Participants receiving Rights that would otherwise be deliverable to Ineligible Holders may attempt to sell those Rights for the accounts of such Ineligible Holders and should deliver the proceeds of sale to such persons. Participants are responsible for any action pertaining to Rights that may have been received on behalf of Ineligible Holders who are not eligible to participate in the Rights Offering.
Holders of Rights who are Ineligible Holders should be aware that the acquisition and disposition of the Rights and Shares may have tax consequences in the jurisdiction where they reside and in Canada that are not described herein. Consequently, such Ineligible Holders should consult their own tax advisors concerning the tax implications of acquiring or disposing of Rights or Shares.
U.S. Shareholders
This Rights Offering Circular covers the offer and sale of the Shares issuable upon exercise of the Rights within the United States under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Company has filed with the SEC in the United States a Registration Statement on Form F-7 (the "Registration Statement")
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under the U.S. Securities Act so that the Shares issuable upon exercise of the Rights will not be subject to transfer restrictions. Notwithstanding registration under the U.S. Securities Act, the securities or "blue sky laws" of certain states (including Arizona, Arkansas, California, Minnesota, Ohio, Utah, and Wisconsin) may not permit the Company to offer Rights and/or Shares in such states, or to certain persons in those states, or may otherwise limit the Company's ability to do so, and as a result the Company will treat those states as Ineligible Jurisdictions under the Rights Offering.
What is the Additional Subscription Privilege and how can you exercise this privilege?
Eligible Holders who has exercised all the Rights evidenced by such holder's DRS Advice may subscribe for Additional Shares, if available, at the Subscription Price. Additional Shares will be allocated from those Shares, if any, available as a result of Rights that are unexercised by the Expiry Time.
If the aggregate number of Additional Shares subscribed for by those who exercise their Additional Subscription Privilege is less than the number of available Additional Shares, each such holder of rights will be allotted the number of Additional Shares subscribed for under the Additional Subscription Privilege.
If the aggregate number of Additional Shares subscribed for by those who exercise their Additional Subscription Privilege exceeds the number of available Additional Shares, each such holder of Rights will be entitled to receive the number of Additional Shares equal to the lesser of (i) the number of Shares that holder subscribes for under the Additional Subscription Privilege, and (ii) the number of Shares that is equal to the aggregate number of Shares available through unexercised Rights multiplied by the quotient of the number of Rights previously exercised by such holder under the Rights Offering divided by the aggregate number of Rights previously exercised under the Rights Offering by holders of Rights that have subscribed for Shares under the Additional Subscription Privilege.
A Rights holder may subscribe for Additional Shares by (i) completing and signing Box 2 of the Subscription Form, and (ii) delivering the Subscription Form, together with payment for those Additional Shares, to the Rights Agent on or before the Expiry Time. If payment for all Additional Shares subscribed for pursuant to the Additional Subscription Privilege does not accompany the subscription, the over-subscription will be invalid. The Company reserves the right to reject any exercise under the Additional Subscription Privilege in order to comply with the Change of Control Restriction.
If the Rights Offering is fully subscribed, then the funds included for any over-subscriptions will be returned by us to the relevant shareholders. If the Rights Offering is not fully subscribed, certificates representing the Shares, due to shareholders as a result of over-subscriptions will be delivered by us together with the certificates representing such securities due to those shareholders pursuant to their subscriptions in accordance with the Basic Subscription Privilege. In addition, we will return to any over-subscribing shareholder within 30 calendar days of the Expiry Date any excess funds paid in respect of an over-subscription for Shares where the number of Additional Shares available to that shareholder is less than the number of Additional Shares subscribed for. No interest will be payable by us in respect of any excess funds returned to shareholders.
How does a Rights holder sell or transfer Rights?
The Rights will trade on the TSXV. Holders of Rights not wishing to exercise their Rights may sell or transfer them directly or through their securities broker or dealer at the shareholder's expense, subject to any applicable resale restrictions. Rights will not be registered in the name of an Ineligible Holder. Holders of Rights may elect to exercise only a part of their Rights and dispose of the remainder or dispose of all of their Rights. Any commission or other fee payable in connection with the exercise or any trade of Rights is the responsibility of the holder of such Rights. Depending on the number of Rights a holder may wish to sell, the commission payable in connection with a sale of Rights could exceed the proceeds received from such sale.
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If you are a registered holder of Rights and wish to transfer your Rights, you must obtain a Stock Power of Attorney form (a "Transfer Form") from the Right Agent, complete the form and have the signature guaranteed by an "eligible institution" to the satisfaction of the Rights Agent. For this purpose, eligible institution means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program, or a member of the Stock Exchange Medallion Program. Members of these programs are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada.
It is not necessary for a transferee to obtain a new Rights DRS Advice for the transferee to exercise the rights or the Additional Subscription Privilege, but the signature of the transferee on Forms 1 and 2 must correspond in every particular with the name of the transferee shown on the Transfer Form. If the Transfer Form is properly completed, the Company and the Rights Agent will treat the transferee as the absolute owner of the Rights DRS Advice for all purposes and will not be affected by notice to the contrary. A Rights DRS Advice so completed should be delivered to the appropriate person in ample time for the transferee to use it before the expiration of the rights.
For Eligible Holders resident in the United States, Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), which will permit the resale of the Rights by persons through the facilities of the TSXV, provided that the offer is not made to a person in the United States, neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no "directed selling efforts" are conducted in the United States in connection with the resale. "Directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the securities being offered. Certain additional conditions are applicable to the Company's "affiliates", as that term is defined under the U.S. Securities Act. In order to enforce this resale restriction, holders thereof will be required to execute a declaration certifying that such sale is being made outside the United States in accordance with Regulation S under the U.S. Securities Act.
When can you trade securities issuable upon the exercise of your Rights?
The underlying Shares issuable upon the exercise of your Rights will be listed on the TSXV under the trading symbol "INEO" and will be available for trading on or about December 30, 2025, but no later than January 5, 2025.
Are there restrictions on the resale of securities?
The Shares issuable upon exercise of Rights distributed to shareholders in the Eligible Jurisdictions may be resold without hold period restrictions under applicable securities laws of the Eligible Jurisdictions provided that: (i) the sale is not by a "control person" of INEO; (ii) no unusual effort is made to prepare the market or create a demand for the securities being resold; (iii) no extraordinary commission or consideration is paid to a person or company in respect of the resale; and (iv) if the selling security holder is an insider or officer of INEO, the selling security holder has no reasonable grounds to believe that INEO is in default of securities legislation.
The Shares issuable upon the exercise of the Rights have been registered under the U.S. Securities Act pursuant to the Registration Statement and will not be subject to transfer restrictions. Notwithstanding registration under the U.S. Securities Act, the securities or "blue sky" laws of Arizona, Arkansas, California, Minnesota, Ohio, Utah and Wisconsin will restrict exercise of the Rights, and those states not considered Eligible Jurisdictions. Further, the Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which will permit the resale of the Rights by persons through the facilities of the TSXV, provided that the offer is not made to a person in the United States, neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no "directed selling efforts", as that term is defined in Regulation S under the U.S. Securities Act, are conducted in the United States in connection with the resale. Certain additional conditions are applicable to the Company's "affiliates", as that term is defined under the U.S. Securities Act. In order to enforce this resale restriction, holders thereof will be required to
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execute a declaration certifying that such sale is being made outside the United States in accordance with Regulation S under the U.S. Securities Act.
The foregoing is a summary only and is not intended to be exhaustive. Holders of Rights should consult with their advisors concerning restrictions on resale, and should not resell their securities until they have determined that any such resale is in compliance with the requirements of applicable legislation.
Each holder is urged to consult their professional advisor to determine the exact conditions and restrictions applicable to the right to trade in securities.
Will we issue fractional underlying securities upon exercise of the Rights?
No. Where the exercise of Rights would appear to entitle a holder of Rights to receive a fractional Share, including where such an exercise is made after the completion of the Consolidation, the holder's entitlement will be reduced to the next lowest whole number of Shares and no additional compensation will be paid.
How will the Share Capital of the Company be adjusted to reflect the proposed Consolidation?
The Company intends to proceed with a consolidation of its issued and outstanding share capital on the basis of one (1) post-consolidation Share for every ten (10) pre-consolidation Shares. The Consolidation will be made effective after the completion of the Rights Offering. If all of the Rights are exercised, then after the Rights Offering and the Consolidation, approximately 33,667,137 Shares will be outstanding. No fractional Shares will be issued pursuant to the Consolidation.
APPOINTMENT OF RIGHTS AGENT
Who is the Rights Agent?
Odyssey Trust Company is the rights agent for the Rights Offering. The Rights Agent has been appointed to receive subscriptions and payments from holders of Rights and to perform the services relating to the exercise and transfer of the Rights.
What happens if the Rights Offering is terminated?
We have entered into an agreement with the Rights Agent under which the Rights Agent will return the money held by it to holders of Rights that have already subscribed for securities under the Rights Offering if the Rights Offering is terminated. If the Offering is terminated, the Subscription Agent will return all funds held to holders of Rights that have subscribed for securities in connection with the Rights Offering without interest or deduction.
ADDITIONAL INFORMATION
Where can you find more information about us?
You can access our continuous disclosure documents filed with Canadian securities regulators under our issuer profile at www.sedarplus.ca.
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MATERIAL FACTS AND MATERIAL CHANGES
Other than the proposed Consolidation, which is disclosed herein, there is no material fact or material change about us that has not been generally disclosed.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of the Registration Statement of which this Circular forms a part: (i) the Company's audited financial statements for the years ended June 30, 2025 and 2024, and the corresponding management's discussion and analysis; (ii) the Company's material change report dated November 14, 2025 disclosing the closing of a private placement; (iii) the Rights Offering Notice; (iv) the Company's news release dated November 24, 2025 related to the Rights Offering; (v) the consent of Baker Tilly; and (vi) the powers of attorney.
Shareholders in the United States are encouraged to read the Registration Statement, including exhibits, carefully and in their entirety prior to making any investment decision.