Mr. Robert Smith reports

TUT FITNESS GROUP ANNOUNCES FIRST TRANCHE CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Further to the news release dated June 7, 2023, TUT Fitness Group Inc. has closed the first tranche of the previously announced non-brokered private placement of units of the company at a price of 4.5 cents per unit. At this closing, the company issued 5,888,888 units for gross proceeds of $265,000.

Each unit consists of one common share and one-half of common share purchase warrant, entitling the holder to purchase one additional common share at an exercise price of eight cents per share for a period of 24 months from the date of closing. All of the securities issued in connection with the closing of the private placement are subject to a statutory four-month hold expiring on Nov. 22, 2023.

In connection with the first tranche closing, the company paid one finder $1,750 in cash and 38,888 warrants as finder fees.

Three insiders of the company participated in the first tranche in the amount of $215,000. The transactions with the insiders of the company constitute a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the units issued to the related parties and the consideration paid by the related parties under the first tranche does not exceed 25 per cent of company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transactions at least 21 days before the closing of the first tranche, as the details of the participation by related parties of the company were not settled until shortly prior to closing of the first tranche. The proceeds from the private placement will be used for research and development, operation, inventory, marketing, working capital, and general corporate purposes.

The private placement is subject to TSX Venture Exchange final approval.

The company intends to close the final tranche of the private placement in July or August, 2023.

We seek Safe Harbor.