Toronto, ON - TheNewswire - July 6, 2021 - NTG Clarity Networks Inc. (TSXV:NCI) (OTC:NYWKF) (the “Company”), a leader in delivering network, IT and infrastructure solutions, today announced that it plans to issue up to 40,000,000 (forty million) common shares of the Company at a deemed price of $0.05 per share to settle indebtedness of approximately $2,000,000 owed to employees, senior officers, directors, creditors and consultants of the Company. The transaction will help NTG reduce it debts and improve its balance sheet. Completion of the transaction is subject to customary conditions including approval of the TSX Venture Exchange.

A portion of the shares for debt transaction will be a related party transaction within the meaning of applicable Canadian securities laws as some of the subscribers include directors and officers of the Company who will subscribe for an aggregate of an estimated 17,000,000 common shares in settlement of indebtedness of approximately $850,000.00. The Board of Directors of the Company approved the transaction on July 2, 2021, with the directors participating in the transaction having abstained from the approval. The transaction will be exempt from valuation and minority approval requirements applicable to related party transactions on the basis that the value of the related party portion of the transaction is less than 25 percent of the Company’s market capitalization. The Company anticipates filing a material change report less than 21 days prior to closing the transaction in order to improve the Company’s financial position as expeditiously as possible.

Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information with respect to the completion of the shares for debt transaction and impact of the transaction on the Company’s financial position. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include obtaining approval of the TSX Venture Exchange of the proposed transaction, general economic conditions, market conditions, access to capital, and competitive conditions. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward- looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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

For further information contact:
Kristine Lewis, President

Phone: 905-305-1325

Fax 905-752-0469

Email: KLewis@ntgclarity.com

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