Nanalysis Announces Note Offering of $2 Million

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, June 6, 2025 /CNW/ - Nanalysis Scientific Corp. (the "Company" or "Nanalysis") (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1), is pleased to announce an offering of 12% unsecured promissory notes (the "Notes") for aggregate gross proceeds of $2,000,000 (the "Offering"). The Notes will be issued to arm's length third-party investors (the "Lenders"). The Notes will bear simple interest at a rate of 12% per annum, with interest payable annually within 30 days of the first and second anniversaries of the issuance date of the Notes. At the Company's option and subject to TSX Venture Exchange ("TSXV") approval, the interest may be paid in cash or common shares of the Company. The Notes will mature two years from the date of issuance. The Company intends to use the net proceeds from the Offering for general corporate purposes and to support ongoing business operations.

Pathfinder Asset Management Ltd. ("Pathfinder") has agreed to subscribe for $1,000,000 principal amount of Notes under the Offering. In the event that other investors subscribe for less than the remaining $1,000,000 amount of the Offering, Pathfinder will increase its subscription amount to a maximum of $2,000,000.

In connection with the Notes, the Company will issue common shares of the Company (the "Bonus Shares") to the Lenders. The Bonus Shares will represent a value equal to 20% of the principal amount of the Notes, calculated based on the Market Price (as defined by the TSXV) of $0.25 per Bonus Share, which is the closing price of the Company's common shares on June 5, 2025 prior to the announcement of the Offering. An aggregate of 1,600,000 Bonus Shares will be issued to the Lenders. The Bonus Shares will be subject to a four month hold period commencing from the date of issuance thereof in accordance with applicable securities legislation.

The Company may pay a finder's fee of up to 5% of the gross proceeds of the Notes, payable in cash.

Closing of the Offering is subject to customary closing conditions, including receipt of all necessary corporate and regulatory approvals, including TSXV acceptance.

About Nanalysis Scientific Corp. (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1)

Nanalysis Scientific Corp. in operates two primary business segments: Scientific Equipment and Security Services. Within its Scientific Equipment business is what the Company terms "MRI and NMR for industry". The Company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The Company has followed up that initial offering with new products and continues to have a strong innovation pipeline. In 2020, the Company announced the launch of its 100MHz platform, which has the highest usable field on a fully featured benchtop NMR on the market.  In early 2025, the Company launched its new 60MHz instrument which is based on the successful 100MHz product line. The Company's devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The Company is working to expand into new global market opportunities independently and with partners.  With its partners, the Company provides scientific equipment sales and maintenance services globally. 

Within the Company's Security Services business, the core activity is providing airport security equipment maintenance in each province and territory of Canada.  In addition, the Company provides commercial security equipment installation and maintenance services to a variety of customers in North America. 

Notice regarding Forward Looking Information and Legal Disclaimer

This news release contains certain forward-looking information. All statements included herein, other ‎than statements of historical fact, are forward-looking information and such information involves ‎various risks and uncertainties. In particular, this news release contains forward-looking information in ‎relation to: closing of the Offering; the use of proceeds of the Offering; TSXV approval of the Notes and issuance of Bonus Shares; payment of interest on the Notes in cash or common shares, subject to TSXV approval; the Company's payment of finder's fees in connection with the Offering; and Pathfinder's participation in the Offering. There can be no assurance that ‎such information will prove to be accurate, and actual results and future events could differ materially ‎from those anticipated in such information. This forward-looking information reflects Nanalysis's ‎current beliefs and is based on information currently available to Nanalysis and on assumptions ‎Nanalysis believes are reasonable. These assumptions include, but are not limited to: the current share ‎price of Nanalysis's common shares; TSXV acceptance and market acceptance of ‎the offering; Nanalysis' ‎general and administrative costs remaining constant; and market acceptance of Nanalysis's business ‎model, goals and approach. Forward-looking information is subject to known and unknown ‎risks, uncertainties and other factors which may cause the actual results, performance ‎or achievements of Nanalysis to be materially different from those expressed or implied by such ‎forward-looking information. Statements with forward looking information are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

Readers ‎should not place undue reliance on forward-looking information. Nanalysis does not undertake to ‎update any forward-looking information except in accordance with applicable securities laws.‎

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 "U.S. Securities Act") or any state securities laws and ‎may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons ‎unless registered under the U.S. Securities Act and applicable state securities laws, unless an ‎exemption from such registration is available.‎

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Nanalysis Scientific Corp.

For further information: Matthew Selinger, Firm IR Group, 415-572-8152, [email protected]