Toronto, ON / November 17, 2023 / NTG Clarity Networks Inc. (TSX.V:NCI; OTC:NYWKF)(the “Company”) today announced that it plans to complete a non-brokered private placement of up to 37,000,000 commonsharesof the Company (“Common Shares”) at a price of $0.03 per Common Share for gross proceeds of up to $1,110,000 (the “Private Placement”). The Common Shares issued pursuant to the Private Placement will be subject to a four month hold period. The completion of the Private Placement is subject to customary conditions including approval of the TSX Venture Exchange.

The Company anticipates using the proceeds of the Private Placement for reducing accounts payable and for working capital and general corporate purposes.

The Private Placement will be a related party transaction within the meaning of applicable securities laws as it is anticipated that officers, directors or other insiders will subscribe for all or a substantial portion of the Common Shares issued pursuant to the Private Placement. The Private Placement will be exempt from the valuation and minority approval requirements applicable to related party transactions on the basis that the value of the Private Placement will be 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 Private Placement in order to provide the Company with access to the additional capital as expeditiously as possible.

About NTG Clarity Networks Inc.

NTG Clarity Networks’ vision is to be a global leader in providing networking solutions. As a Canadian company established in 1992, NTG Clarity has delivered networking, IT and network enabled application software solutions to network service providers and large enterprises. More than 600 IT and network professionals provide design, engineering, implementation, software development and security expertise to the industry’s leading enterprises.

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 Private Placement and the use of proceeds therefrom. 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, interest rates, exchange rates, access to capital and competitive conditions in the networking, IT and network enabled software solutions industry. 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:

Adam Zaghloul, Vice President, Strategy & Planning

NTG Clarity Networks Inc.

Ph: 905-305-1325

Fax: 905-752-0469

Email: adam@ntgclarity.com