Nexco Resources Inc. — M&A Activity 2022

Jun 15, 2022

#750 – 1095 West Pender Street

NEXCO RESOURCES INC.

Vancouver, British Columbia V6E 2M6

Telephone: 778-938-3367

Trading Symbol: CSE:NXU

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Nexco Provides Update on Acquisition of Soter Technologies, LLC and Fundamental Change Transaction

Vancouver, British Columbia, June 15, 2022 – Nexco Resources Inc. (the “ Company ” or “ Nexco ”) is pleased to provide the following update on the Company’s previously announced acquisition (the “ Transaction ”) of Soter Technologies, LLC (“ Soter ” or “ Soter Technologies ”). The Company and Soter Technologies continue to work towards completion of the Transaction and have entered into an amended and restated definitive agreement dated June 10, 2022 (the “ Amended Agreement ”) with the owners of Soter (the “ Soter Vendors ”), amending and restating the original definitive agreement among the same parties dated May 25, 2021, as amended on July 9, 2021, in order to extend the completion deadline for the Transaction to November 1, 2022, and to provide for certain other amendments to the terms of the Transaction. Delays have been largely pandemic related. The parties continue to work towards completing the Transaction by the new completion deadline of November 1, 2022.

The principal new material terms of the Amended Agreement include:

• the final tranche in the amount of US$300,000 of a bridge loan (the “ Bridge Loan ”) in the aggregate amount of US$3.6 million will be advanced by the Company to Soter within two business days of the date that the Company receives full access to Soter Technologies’ financial records (and in connection with the amended terms of the Bridge Loan, the Company and Soter intend to enter into an amended and restated loan agreement and general security agreement, providing for a secured interest granted by Soter to the Company over all present and after acquired property of Soter). On closing of the Transaction (the “ Closing ”), the Bridge Loan will be deemed to be an inter-company loan;

• the equity concurrent financing to be completed by the Company prior to the Closing will be for minimum aggregate proceeds of $4,500,000, instead of $6,500,000, as under the original agreement. The reason for the reduction in financing proceeds is due to more robust sales post pandemic and more rapid progress on developing new technology;

• certain changes to various business objective and revenue milestones, which if achieved, would result in: (i) up to 38,815,675 earn-out consideration shares of the Company being issuable to the Soter Vendors, and (ii) up to 4,184,325 performance share units, issued to employees and consultants of Soter at the Closing, being vested and becoming exercisable into common shares of the Company (“ Shares ”);

• the number of restricted share units (“ RSUs ”) of the Company issuable to employees and consultants of Soter at the Closing has been reduced from 4,233,800 to 2,233,800 RSUs, which RSUs will vest and become exercisable into Shares immediately upon the Closing; and

• the Company may choose to bring in consulting expertise to assist in preparation of required regulatory filings.

ON BEHALF OF THE BOARD

Zayn Kalyan, Interim Chief Executive Officer Telephone: 778-938-3367 Email: zayn@altuscapital.ca

The Company has previously announced the Transaction with Soter Technologies. Please refer to Nexco’s news releases dated May 25, 2021, June 16, 2021, June 21, 2021, July 20, 2021, August 10, 2021 and August 25, 2021, which are available on SEDAR at www.sedar.com, for additional information on the Transaction.

None of the securities issued in connection with the Transaction will be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

Completion of the Transaction is subject to a number of conditions, including but not limited to, obtaining the requisite shareholder and regulatory approvals, the acceptance by a Canadian stock exchange of the listing of the Company’s common shares following the Transaction and other conditions set out in the definitive securities exchange agreement between the parties. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in any management information circular or disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Transaction and the completion thereof. The forward-looking statements reflect management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements.

Although the Company believes 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. Factors that could cause actual results or events to differ materially from current expectations include, among other things: that the parties may not be able to satisfy the conditions to closing of the Transaction; general market conditions; risks associated with the COVID-19 pandemic; and other factors beyond the control of the parties. Nexco expressly disclaims any intention or obligation to update or revise any forward-looking

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statements whether as a result of new information, future events or otherwise, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.

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