On July 21, 2023, TUT Fitness Group Inc. closed the transaction. The company issued 5,888,888 units for gross proceeds of CAD CAD 264,999.96. Three insiders of the company participated in the first tranche in the amount of CAD 215,000. The company paid finders fee to one finder for CAD 1,750 and 38,888 warrants as finder fees. The company intends to close the final tranche of the private placement in July or August, 2023. The transaction included participation from Robert Smith. The investor acquired 3,111,111 units of the Company at a price of CAD 0.045 per Unit pursuant to the Private Placement. Each Unit is comprised of one common share of the Company and one half of common share purchase warrant. Each Warrant entitle the holder to acquire one additional Share at a price of CAD 0.08 per Share for a period of two years from the closing date of the Private Placement. Following completion of the Private Placement, Robert Smith owns and has control over an aggregate of 4,878,611 Shares, representing approximately 13.33% of the issued and outstanding Share on an undiluted basis. Immediately prior to the Transaction, the Acquiror held 1,767,500 Common Shares of the Company and 100,000 Stock Options of the Company. The Acquiror acquired 3,111,111 Common Shares as consideration for the Transaction, representing 13.33% of the issued and outstanding Common Shares on a non-diluted basis.

The TSX Venture Exchange has accepted for filing documentation with respect to the transaction. The transaction included participation from five placees and 1 existing insider for 4,777,777 units.