XTRACT ONE ANNOUNCES $10 MILLION BOUGHT DEAL OFFERING

The Base Shelf Prospectus is accessible, and the Prospectus Supplement will be accessible within two business days, through SEDAR+

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TORONTO, Nov. 3, 2025 /CNW/ – Xtract One Technologies Inc. (TSX: XTRA) (OTCQX: XTRAF) (FRA: 0PL) (“Xtract One” or the “Company“), a technology company driving the digital transformation of physical security through its AI-powered threat detection platform, is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Stifel Canada (collectively, the “Underwriters“), who have agreed to purchase, on a “bought deal” basis, 13,334,000 units (the “Units“) of the Company at a price of $0.75 per Unit, for aggregate gross proceeds of $10,000,500 (the “Offering“). 

Each Unit will consist of one common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.95 at any time up to 36 months following the Closing Date (as defined below).

The Underwriters will also have the option, exercisable in whole or in part at any time on or up to 30 days after the Closing Date, to purchase up to an additional 2,000,100 Units, to cover over-allotments, if any, and for market stabilization purposes. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $11,500,575.

The net proceeds of the Offering will be used for working capital and general corporate purposes.

The Offering is scheduled to close on or about November 10, 2025 (the “Closing Date“) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

The Units will be offered by way of a shelf prospectus supplement to be filed in each of the provinces and territories of Canada, except Quebec pursuant to National Instrument 44-102 – Shelf Distributions.  Copies of the applicable offering documents, when available, can be obtained free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca. Delivery of the base shelf prospectus and the shelf prospectus supplement and any amendments thereto will be satisfied in accordance with the “access equals delivery” provisions of applicable Canadian securities legislation.  The base shelf prospectus and the shelf prospectus supplement will contain important detailed information about the Company and the Offering. Prospective investors should read the shelf prospectus supplement and accompanying base shelf prospectus and the other documents the Company has filed on SEDAR+ at www.sedarplus.ca before making an investment decision.

An electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents, when available, may be obtained, without charge, from  Stifel Nicolaus Canada Inc. by e-mail at ECMCanada@stifel.com by providing Stifel Nicolaus Canada Inc. with an email address or address, as applicable.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units, Common Shares and Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Xtract One

Xtract One Technologies is a leading technology-driven provider of threat detection and security solutions leveraging AI to deliver seamless and secure experiences. The Company makes unobtrusive weapons and threat detection systems that are designed to assist facility operators in prioritizing- and delivering improved “Walk-right-In” experiences while enhancing safety. Xtract One’s innovative portfolio of AI-powered Gateway solutions excels at allowing facilities to discreetly screen and identify weapons and other threats at points of entry and exit without disrupting the flow of traffic. With solutions built to serve the unique market needs for schools, hospitals, arenas, stadiums, manufacturing, distribution, and other customers, Xtract One is recognized as a market leader delivering the highest security in combination with the best individual experience. For more information, visit www.xtractone.com or connect on Facebook, X, and LinkedIn.

Forward-Looking Information

Certain information provided in this news release, including reference to the availability of proceeds from the Offering, the Company’s ability to raise up to the maximum proceeds of the Offering, the use of proceeds of the Offering, the expectation that the Offering will close and the anticipated timing thereof and the intended use of proceeds in the Offering in connection therewith, constitutes forward-looking statements. The words “will”, “intends”, “expected to”, “subject to” and similar expressions are intended to identify such forward-looking statements. Although Xtract One believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Xtract One’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations, availability of capital, revenue fluctuations, the nature of government contracts, including changing political circumstances in the relevant jurisdictions, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and international and political considerations, as well as those risks and uncertainties discussed Xtract One’s Annual Information Form for the year ended July 31, 2025 and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Xtract One or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

SOURCE Xtract One Technologies Inc.