NurExone Announces Private Placement

Not for distribution to United States newswire services or for dissemination in the United States

TORONTO and TEL AVIV, Israel, Aug. 09, 2023 (GLOBE NEWSWIRE) -- NurExone Biologic Inc. (TSXV: NRX) (FSE: J90) (NRX.V) ("NurExone" or the "Company") announces that it intends to complete a non-brokered private placement (the "Private Placement") of a minimum of 2,727,272 units ("Units") and a maximum of 5,090,909 Units at a price of CAD$0.275 per Unit for minimum gross proceeds of $750,000 and maximum gross proceeds of $1,400,000. Each Unit will consist of (i) one common share in the capital of the Company (each, a "Common Share"); (ii) one-half of one class A Common Share purchase warrant (each whole class A Common Share purchase warrant, a "Class A Warrant"); and (iii) one-half of one class B Common Share warrant (each whole class B Common Share warrant, a "Class B Warrant" and collectively each whole Class A Warrant and each whole Class B Warrant, a "Warrant"). Each Class A Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.34 per Common Share for a period of 24 months from the closing of the Private Placement and each whole Class B Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.48 per Common Share for a period of 36 months from the closing of the Private Placement.

The Warrants will be subject to accelerated expiration whereby if the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSXV") for any period of 20 consecutive trading days equals or exceeds $0.69 in respect of the Class A Warrants or $0.83 in respect of the Class B Warrants, the Company may, upon providing written notice to the holders of the Class A Warrants or Class B Warrants, as applicable (the "Acceleration Notice"), accelerate the expiry date of the respective Class A Warrants or Class B Warrants to the date that is 30 days following the date of the Acceleration Notice. If the Warrants are not exercised by the applicable accelerated expiry dates, the Warrants will expire and be of no further force or effect.

The Company intends to use the proceeds of the Private Placement for working capital purposes. The Private Placement is subject to the approval of the TSXV, and all securities issued thereunder will be subject to a statutory hold period of four months and one day from the closing of the Private Placement. Finder's fees may be payable in connection with the Private Placement, all in accordance with the policies of the TSXV and applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About NurExone Biologic Inc.

NurExone Biologic Inc. is a TSX Venture Exchange-listed pharmaceutical company that is developing a platform for biologically-guided ExoTherapy to be delivered, non-invasively, to patients who suffered traumatic spinal cord injuries.

ExoTherapy, utilizing extracellular vesicles or exosomes, was conceptually demonstrated in animal studies at the Technion, Israel Institute of Technology. NurExone is translating the treatment to humans, and the Company holds an exclusive worldwide license from the Technion and Tel Aviv University for the development and commercialization of the technology.

For additional information, please visit www.nurexone.com or follow NurExone on LinkedIn, Twitter, Facebook, or YouTube.

For further information, please contact:

Dr. Lior Shaltiel
Chief Executive Officer and Director
Phone: +972-52-4803034

Inbar Paz-Benayoun
Adv. Head of Communications and Investor Relations
Phone: +972-52-3966695
Email: [email protected]

Investor Relations (Canada) Phone: +1 905-347-5569
Email: [email protected]

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" that reflect the Company's current expectations and projections about its future development. When used in this press release, forward-looking statements can be identified by the use of words such as "may," or by such words as "will," "intend," "believe," "estimate," "consider," "expect," "anticipate," and "objective" and similar expressions or variations of such words. Forward-looking statements are, by their nature, not guarantees of the Company's future operational or financial performance and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. No representation or warranty is intended with respect to anticipated future results, or that estimates, or projections will be sustained.

Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions, and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this press release include, but are not limited to, statements relating to the Private Placement, the proposed proceeds under the Private Placement, and the approval requirements of the Private Placement.

In developing the forward-looking statements in this press release, we have applied several material assumptions, including our ability to attract investors on the terms under the Private Placement; the general business and economic conditions of the industries and countries in which we operate; and the market conditions.

Many risks, uncertainties, and other factors could cause the actual results of the Company to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to, the following: those risk factors identified under the heading "Risk Factors" pages 29 to 36 of the Company's Annual Information Form dated March 30, 2023, a copy of which is available under the Company's SEDAR+ profile at www.sedarplus.ca, and other similar factors that may cause the actual results, performance or achievements to differ materially from those expressed or implied in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the press release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required pursuant to applicable securities law.

All forward-looking statements contained in the press release are expressly qualified in their entirety by this cautionary statement. 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.