INEO Tech Corp. — Capital/Financing Update 2021

Feb 18, 2021

INEO Tech Corp. Best-Efforts Public Offering of Units Term Sheet (Upsize)

February 18, 2021

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities the Provinces of British Columbia, Alberta and Ontario. The preliminary short form prospectus is still subject to completion. Copies of the preliminary prospectus may be obtained from Beacon Securities Limited, Attention: Kimberly MacIntyre Beacon Securities Limited, 66 Wellington Street West, Suite 4050, TD Tower, Toronto, ON, M5H 1H1, kmacintyre@beaconsecurities.ca, (416) 507-3954. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer:	INEO Tech Corp. (the “Company”)
Offering:	Units (the “Units”) in the capital of the Company on a commercially reasonable best-efforts
	basis (the “Offering”), subject to a formal agency agreement. Each Unit shall consist of
	one common share in the capital of the Company (a “Unit Share”) and one half (1/2) of
	one common share purchase warrant (each, a “Warrant”) of the Company.
Offering Price:	$0.36 per Unit (the “Issue Price”).
Gross Proceeds:	A minimum of $4,000,000 and a maximum of $6,090,120, or such other amount as may be
	agreed.
Warrants:	Each full Warrant shall entitle the holder thereof to acquire one common share in the capital
	of the Company (a “Warrant Share”) at a price per Warrant Share of $0.55 for a period of
	24 months from the Closing Date (as defined herein).
Over-Allotment	The Company has granted the Agents (as defined below) an option (the “Over-Allotment
Option:	Option”) exercisable, in whole or in part, by Beacon (as defined below), on its own behalf
	and on behalf of the Agents, giving notice to the Company at any time and from time to
	time up to 30 days following the Closing Date, to sell up to an additional number of Units
	(the “Additional Units”) equal to 15% of the Units sold pursuant to the Offering at a price
	per Additional Unit equal to the Issue Price to cover over-allotments, if any, and for market
	stabilization purposes. For certainty, the Over-Allotment Option shall be exercisable for
	Additional Units, Unit Shares and/or Warrants (or any combination thereof).
Use of Proceeds:	The net proceeds from the Offering will be used for working capital and general corporate
	purposes.
Form of Offering:	Commercially-reasonable best efforts short form prospectus offering in each of the
	Provinces of British Columbia, Alberta and Ontario, and such other Provinces as the
	Company and the Agents may agree, and/or by private placement to eligible purchasers
	resident in other jurisdictions that are mutually agreed to by the Company and Beacon,
	each acting reasonably, provided that no prospectus filing or comparable obligation arises
	and the Company does not thereafter become subject to continuous disclosure obligations
	in such jurisdictions.
	The Units may be offered and sold in the United States to a limited number of Qualified
	Institutional Buyers (as defined in Rule 144A under the United States Securities Act of
	1933, as amended (the "1933 Act")) and to a limited number of “accredited investors” (as
	defined in Rule 501(a) of Regulation D under the 1933 Act), in each case by way of private
	placement pursuant to an exemption from the registration requirements of the 1933 Act
	and pursuant to any applicable securities laws of any state of the United States. Any Units
	offered and sold in the United States shall be issued as “restricted securities” (as defined
	in Rule 144(a)(3) under the 1933 Act).

Eligibility:

The securities comprising the Units will be eligible for investment under certain statutes as well as for RRSPs, RRIFs, RESPs, TFSAs and DPSPs.

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INEO Tech Corp. Best-Efforts Public Offering of Units Term Sheet (Upsize)

February 18, 2021

Listing:	The Company shall use commercially reasonable efforts to obtain the necessary approvals
	to list the Unit Shares, the Warrant Shares and the common shares underlying the
	Compensation Options (as defined below) under the Company’s trading symbol “INEO” on
	the TSX Venture Exchange, which listing shall be conditionally approved prior to the
	Closing Date.
Lead Agent:	Beacon Securities Limited (“Beacon”), on its own behalf and on behalf of a syndicate of
	Agents (the “Agents”).
Agents’	8.0% cash fee (reduced to 3.5% on up to $350,000 in President’s List proceeds) (the “Cash
Compensation:	Fee”);
	8.0% compensation options (reduced to 3.5% on up to $350,000 in President’s List
	proceeds) (“Compensation Options”), exercisable for common shares at the Issue Price
	for 24 months from the Closing Date.
Closing Date:	A date to be mutually agreed to by the Company and Beacon, each acting reasonably.

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