Notox Completes Acquisition of Canadian Aesthetic and Medical Beauty Distributor's Assets

Richmond Hill, Ontario--(Newsfile Corp. - December 4, 2019) - Notox Technologies Corp. (OTCQB: NTOX), a Nevada corporation in the business of developing, commercializing and distributing innovative technologies including unique medical and beauty products ("Notox" or the "Company"), is pleased to announce that it has completed the previously-disclosed acquisition transaction with Xthetica Inc., a private Canadian aesthetic and medical beauty distributor ("Xthetica"), and Mr. Manny Kapur, Xthetica's sole shareholder.

On December 1, 2019, Notox, Xthetica Inc., a private Nevada corporation of which Mr. Kapur is also the sole shareholder ("Xthetica NV"), and Mr. Kapur entered into a binding option and put agreement pursuant to which the Company, through a newly-created subsidiary entity called Xthetica Canada Inc. ("Xthetica CA"), acquired certain of Xthetica's assets. These assets include Xthetica's rights and obligations under a series of existing and future license and distribution agreements with manufacturers of aesthetic and medical beauty products, all of Xthetica's inventory, certain of Xthetica's goodwill and access to Xthetica's salesforce and know-how.

In consideration for the acquisition, Mr. Kapur granted Notox a series of options to acquire 100% of the issued and outstanding stock of Xthetica NV over a period of three years beginning on January 1, 2021, and the Company granted Mr. Kapur corresponding put rights. The put rights are subject to Xthetica CA achieving certain EBITDA milestones during each of its next three financial years. In total, Notox may be required to issue up to 10,000,000 shares of its common stock to Mr. Kapur or his assigns, as well as warrants to purchase a further 10,000,000 shares of Notox's common stock, each of which will be exercisable into one share at a price of US$1.40 per share for a period of three years from the date of issuance.

Xthetica currently services a large number of clinics in the Canadian and New York state markets. Through the acquisition, Notox has gained direct access to more than 300 clinics along with the ability to distribute a variety of products and services formerly controlled by Xthetica. Upon obtaining all required regulatory approvals, such access will allow the Company to start delivering its patented technologies to the growing number of clinics with which Xthetica has developed a working relationship. The Company expects this model of direct distribution to clinics in Canada, the United States and around the world, to generate substantial and sustainable shareholder value.

"For some time now and during our due diligence period, I was able to not only get to know better Manny and the Xthetica team, but to see Xthetica in action launching products, attending trade shows, communicating with clinics, educating doctors and their supporting staff and providing training through internal and external resources," stated Zoran Konević, the Company's Chief Executive Officer. "The fit between Notox and Xthetica could not be better since our collective experiences and ambitions are aligned. As we gear up to complete the Notox apparatus while working very closely with the Cleveland Clinic and its amazing team, we are focused on building Xthetica's distribution capabilities in key world markets to realize value from more than one source, including product sales and distribution margins."

About Notox Technologies Corp.

Notox Technologies Corp. (OTCQB: NTOX) is in the business of developing and commercializing innovative technologies primarily through its wholly owned Nevada subsidiary Notox Bioscience Inc. The Company's goals are to market a credible, non-toxic alternative to Botox and subsequently develop other features of its Notox technology such as drug-free pain management, body countering, skin tightening and anti-perspiration. In addition, the Company is seeking to build its distribution capabilities for other medical and aesthetic products around the world.

About Xthetica Inc.

Xthetica is a customer-centric boutique company committed to the creation of a new global standards in patient experience that will transform the industry. It aims to provide all aesthetic partners with the same superior customer service that acts as the platform for customers in their practice. With the rapid growth of the beauty world market, Xthetica is poised to provide suitable conditions to successfully address great economic opportunities in the field of minimally invasive aesthetic dermatology in Canada, USA and very soon, around the world.

For more information, please contact:

Zoran Konevic - CEO
519-421-1900
info@hellonotox.com

Safe Harbor Statement and Forward-Looking Statements

This news release may contain forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements reflect the Company's current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; relationships with customers and strategic partners; consumer demand; financial resources and condition; the ability to list any securities for trading on a recognized exchange; changes in revenues; changes in profitability; changes in accounting treatment; changes in management; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue operations and take advantage of opportunities; and legal proceedings and claims. Except as required by law, the Company assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

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