XS Financial Inc. (CSE: XSF) (the 'Company' or 'XS') is pleased to announce that it has completed its previously announced private placement (the 'Offering'), of (i) a brokered offering of 26,666,700 units ('Units') at a price of C$0.30 per Unit, led by Gravitas Securities Inc. and Canaccord Genuity Corp. (together, the 'Co-Lead Agents') and (ii) a non-brokered offering of 12,593,031 Units at a price of C$0.30 per Unit and 5,251 proportionate voting units of the Company ('PVS Units') at a price of C$300 per PVS Unit, to raise aggregate gross proceeds of C$13,353,219.

Each Unit consisted of one subordinate voting share of the Company (each, a 'Subordinate Share') and one share purchase warrant (each, a 'Warrant'), with each Warrant entitling the holder to acquire one additional Subordinate Share at an exercise price of $0.45 for a period of 2 years from the date of issuance. Each PVS Unit consisted of one proportionate voting share of the Company (each, a 'PV Share') and one share purchase warrant (a 'PVS Warrant'), with each PVS Warrant entitling the holder to acquire one PV Share at an exercise price of $450 for a period of 2 years from the date of issuance. The PV Shares are convertible into Subordinate Shares on a 1:1,000 ratio, in accordance with the terms thereof, and are issuable to certain United States residents in order to preserve the foreign private issuer status of the Company under applicable securities laws.

About XS Financial

Founded in 2017, XS Financial specializes in providing CAPEX financing solutions to cannabis companies in the United States, including cultivators, processors, manufacturers and testing laboratories. In addition, XSF has partnered with over 150 original equipment manufacturers (OEM) through its network of Preferred Vendor partnerships. This powerful dynamic provides an end-to-end solution for customers which results in recurring revenues, strong profit margins, and a proven business model for XSF stakeholders. The Company's subordinate voting shares are traded on the Canadian Securities Exchange under the symbol 'XSF'.

Contact:

Tel: 1-310-683-2336

Email: ir@xsfinancial.com

Forward-Looking Information

This press release contains 'forward-looking information' and may also contain statements that may constitute 'forward-looking statements', collectively 'forward-looking information', within the meaning of applicable Canadian securities legislation. Such forward-looking information is not representative of historical facts or information or current condition, but instead represent the beliefs and expectations regarding future events about the business and the industry and markets in which XS Financial operates, as well as plans or objectives of management, many of which, by their nature, are inherently uncertain. Generally, such forward-looking information can be identified by the use of terminology such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or may contain statements that certain actions, events or results 'may', 'could', 'would', 'might' or 'will be taken', 'will continue', 'will occur' or 'will be achieved'. Forward-looking information contained herein may include but is not limited to, the Company's anticipated use of proceeds, expectations regarding the Company's future operations, the scaling of its leasing portfolio and the funding commitments of the Company and the ability to capitalize on such and the timing thereof. In connection with the forwardlooking information contained in this news release, the Company has made assumptions that the Company's financial condition and development plans do not change as a result of unforeseen events, and that the Company will receive all required regulatory approvals, including the final approval of the Canadian Securities Exchange, for the Offering. Forward-looking information is not a guarantee of future performance and involve risks, uncertainties and assumptions which are difficult to predict, including without limitation, risks relating to the availability of financing and the other risks set forth in the continuous disclosure documents of XS from time to time. Accordingly, readers should not place undue reliance on forward-looking information, which are qualified in their entirety by this cautionary statement. XS Financial Inc. does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking information, except as required by applicable securities law.

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