Newt Corporation, Canaccord Genuity, and Varshney Capital Announce a Non-Brokered Private Placement Offering

May 25, 2021 – Toronto, Ontario – Newt Corporation (“Newt” or the “Company”) is
pleased to announce that it has entered into an LOI providing the framework for its
objective to go public on the Canadian Securities Exchange (CSE).

The Company plans to enter into a definitive agreement anticipated to be signed in June
2021. Concurrently, the Company announced that it is close to completing a non-brokered
private placement of a minimum of 10 million units of the Company at a price of $0.45 per
unit for aggregate gross proceeds of $4,500,000 (the “Offering”). Each unit consists of one
common share and one share purchase warrant. Each share purchase warrant is exercisable
for a period of two years into a common share at $0.90. The non-brokered private
placement is being led by Canaccord Genuity Corp. with participation by Varshney Capital
Corp. (“VCC”) in Canada.

Steven Hoffmann, Founder and CEO of Newt, stated: “With this round of financing
nearing completion, the Company is in a stronger position to expand and launch the
planned operations in the United States. We are pleased to welcome an investment from
Varshney Capital and its principals, whose knowledge and support as strategic partners will
strengthen our path forward.”

He further stated: “Varshney Capital has extensive experience with early stage fintech
companies. VCC co-founded Mogo Inc. (TSX & NASDAQ: MOGO), which is one of
Canada’s largest fintech companies providing its members with an array of digital
financial solutions in Canada. Varshney Capital’s experience has been partnering with
technology companies, including award-winning fintechs, providing expertise to companies
in segments of lending, technology, both in private and public markets. We appreciate
Varshney Capital’s philosophy of long-term approach, which involves working with the
management team post listing (usually, three to five years), creating a synergistic
partnership for public market success.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Company may pay finder’s fees equal to 7%
cash based on the gross proceeds of the financing and 7% finders warrants based on the
number of units issued as part of the Offering.

About Varshney Capital Corp.

Varshney Capital Corp. is a Vancouver-based Venture Capital, Merchant Banking, and
Corporate Advisory Services firm with a specialization in Public Venture Capital. It has
decades of experience building, developing and listing companies to continue their growth
through the public markets. To-date Varshney Capital Corp. has raised hundreds of millions
of dollars for venture capital projects around the world in the private and public markets.
Varshney Capital Corp. counts a number of highly successful large-scale entrepreneurial
companies among its clients.

For more information, visit

About Newt

Newt Corporation is a Canadian Company with subsidiaries in USA & Mexico, currently
delivering state-of-the-art digital payment services to consumers and service providers
where 60% of the adult population does not have a bank account and where 80% of
personal payments are made in cash. It currently provides Software & Kiosks solutions,
within the Fintech Software Solutions Services, primarily focused on B2B such as Retail,
Institutions and SME’s providing services to employees and the unbanked market.

Utilizing its developed SaaS technologies software and integrated partners, Newt can
provide institutions and merchants, technology for solving KYC, AML, Mobile wallet,
cashless mobile payment, bill payment, digital prepaid products, and other services for
transactions on mobile devices, web and at Merchant Point of Sales. Newt is currently
launching its own operated network of self service kiosks and applications that are designed
to provide more convenient payment alternatives for consumers and more efficient billing
for service providers.

Newt’s SaaS solutions, users and businesses can take away complex capabilities of
transacting in the digital world, making payments, receiving funds, accepting bill payments
at point of sales, thus allowing merchants a quick and seamless one-stop shop, for a more
secure and efficient provider.

Newt’s current SaaS platform is utilized by clients throughout North America & Latin
America. Recently top enterprises and SME’s are choosing Newt as their single service
provider for Payment solutions. Newt envisions providing a next generation of technologies
in a complete Services agreement. The company’s platform has been designed from the
ground up for modern digital transfers with an ecosystem with full configurability, open
API integration and enhanced value-added services.

For more information, visit

For further information, please contact:

Newt Corporation
100 King St. West, Suite 5700
Toronto, ON M5X 1C7

Forward – Looking Information

Certain information set forth in this news release may contain forward – looking
information that involve substantial known and unknown risks and uncertainties. This
forward – looking information is subject to numerous risks and uncertainties, certain of
which are beyond the control of the Company, including, but not limited to, the impact of
general economic conditions, industry conditions, failure to enter into a definitive
agreement and complete the Acquisition, and dependence upon regulatory approvals.
Readers are cautioned that the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may prove to be imprecise and,
as such, undue reliance should not be placed on forward – looking information. The parties
undertake no obligation to update forward – looking information except as otherwise may
be required by applicable securities law.

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