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NTG Clarity Announces Shares for Debt Private Placement Closing


Toronto, Ontario. February 28,2019 - NTG Clarity Networks Inc. (the “Company”) (TSX-VEN: NCI) a leader in delivering network, IT and infrastructure solutions, today announced that it has closed the previously announced private placement of 7,200,000 (7.2 million) commonsharesof the Companyat a deemedprice of $0.05 per share to settle indebtedness of $360,000 owed to employees, senior officers, directors and consultants of the Company. The transaction will help NTG reduce it debts and improve its balance sheet.

The shares for debt transaction was a related party transaction within the meaning of applicable Canadian securities laws as the subscribers included directors and officers of the Company that subscribed for an aggregate of 5,160,000 common shares in settlement of indebtedness of $258,000. The Board of Directors of the Company (excluding the interested parties) approved the transaction. The transaction was exempt from valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction was less than 25 percent of the Company’s market capitalization.

The Company was not in a position to file a material change report more than 21 days in advance of closing as the creditors had not confirmed their participation at that time.

For further information contact:
Doren Quinton, President QIS Capital

Ph: 250-377-1182

Fax: 250-377-1183

Email: info@smallcaps.ca


Kristine Lewis, President

Phone: 905-305-1325

Fax 905-752-0469

Email: KLewis@ntgclarity.com

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.