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Newtopia Inc. Announces Receipt for Final Prospectus

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES . ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS./

TORONTO , April 3, 2020 /CNW/ - Newtopia Inc. ("Newtopia"), a habit change platform focused on disease prevention that delivers a 1:1 individualized approach by understanding social, psychological, and genetic insights, today announced that on March 30, 2020 , it had received a receipt for its final non-offering long form prospectus (the "Prospectus"). The Prospectus was filed with the securities regulatory authorities in each of the provinces of Ontario , Alberta , British Columbia and Manitoba (the "Qualifying Jurisdictions").

The Prospectus was filed in connection with its previously completed special warrant offering for gross proceeds of approximately $10.1 million . The Prospectus qualifies the distribution of 14,422,822 common shares of Newtopia (each a "Common Share") and 7,211,411 common share purchase warrants of Newtopia (each a "Warrant") issuable upon the exercise or deemed exercise of special warrants of Newtopia (the "Special Warrants"). The Special Warrants were issued on May 3, 2019 and July 26, 2019 at a price of $0.70 per Special Warrant to purchasers in the Qualifying Jurisdictions, and the United States and certain other jurisdictions pursuant to an agency agreement dated May 3, 2019 , as amended on July 26, 2019 (the "Agency Agreement") entered into among Newtopia and Bloom Burton Securities Inc. ("Bloom Burton"), as lead agent on behalf of a syndicate of agents, including Clarus Securities Inc., INFOR Financial Inc., Beacon Securities Limited, Haywood Securities Inc. and Industrial Alliance Securities Inc. (collectively, with Bloom Burton, the "Agents").

Each Special Warrant will be automatically exercised, without payment of additional consideration into one Common Share and one half of one Warrant on the second business day following the earlier of (i) the later of (A) the date on which a receipt for the final prospectus of Newtopia qualifying the distribution of the Qualifying Securities issuable on exercise of the Special Warrants has been issued, and (B) the date on which the Common Shares are conditionally approved for listing on a recognized exchange (as defined in NI 51-102 – Continuous Disclosure Obligations); and (ii) May 3, 2020 .

As a result of obtaining the receipt for the Prospectus, all unexercised Special Warrants will be automatically exercised on April 1, 2020 without further action on the part of the holders.

Each Warrant, when issued, shall entitle the holder to acquire one Common Share at a price of $1.00 until May 3, 2022.

A copy of the Prospectus is available under Newtopia's profile on SEDAR at www.sedar.com.

Newtopia has received conditional approval from the TSX Venture Exchange (the "TSXV") for the listing of the Common Shares on the TSXV subject to the completion of customary requirements of the TSXV, including the receipt of all required documentation. Following receipt of final approval of the TSXV, the Common Shares are expected to commence trading on the TSXV under the symbol "NEWU".

About Newtopia

Newtopia is a habit change platform focused on disease prevention that delivers a 1:1 individualized approach by understanding social, psychological, and genetic insights. Our approach is proven to deliver value on investment for risk bearing insurers in the form of reduced metabolic syndrome risk factors, medical claims savings and increased quality of life, productivity and morale for at-risk individuals. Our mission is to inspire people to live healthier. To learn more, visit newtopia.com.

Advisories

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Forward Looking Information

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. These forward-looking statements include, among other things, statements relating to: receipt for the final prospectus of Newtopia qualifying the distribution of the securities underlying the Special Warrants and consequential conversion of the Special Warrants and Newtopia's business plans and outlook. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable. For more information on these risks please see the Prospectus.

SOURCE Newtopia Inc.


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