Nerds On Site Inc. (CSE: NERD) (OTCQB: NOSUF), a business technology partner providing IT and cybersecurity solutions, has entered into a debt settlement agreement to extinguish $100,000 in outstanding Company debt through the issuance of common shares.

Terms of the Settlement

Under the agreement, the Company will issue 2,857,143 common shares at a price of $0.035 per share to director Charles Regan. The shares will be subject to a four-month restricted hold period and approval from the Canadian Securities Exchange.

As the shares are being issued to a director, the settlement constitutes a related-party transaction. The Company is relying on the exemptions contained in sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 because the fair market value of the shares being issued is less than 25% of the Company's market capitalization.

Settling the obligation through shares enables the Company to resolve outstanding debt while preserving cash for operations and continued growth.

Continued Director Investment

Since Nerds On Site's initial public offering in 2018, Regan has personally purchased more than 3,000,000 shares on the open market in addition to his corporate ownership through NOS Holdings Ltd. He has not sold shares in the Company since it became publicly traded.

Together with a similar debt settlement completed in September 2025, the transactions have resulted in more than 5,000,000 shares being issued to Regan personally through debt conversions. Regan has indicated that he intends to continue holding the shares as the Company grows.

Recent Financial Momentum

The settlement follows Nerds On Site's Q3 FY2026 results, which marked a return to quarterly net profitability. For the three months ended February 28, 2026:

• Revenue increased 9% to $3,284,428 from $3,004,549 in the prior-year period
• Gross profit increased to $861,370, with gross margin improving to 26% from 23%
• Selling, general and administrative expenses declined 16%
• Net income reached $51,877, compared with a net loss of $198,156 a year earlier

For the nine months ended February 28, 2026, revenue increased 18% year over year to $10,077,870. Net loss narrowed to $280,840 from $559,211 in the prior-year period, while operating cash usage improved to $104,135 from $693,709.

The Company continues to focus on recurring revenue growth, operational efficiency, cybersecurity services, and expanding its managed IT presence across Canada and the United States.

About Nerds On Site Inc.

Nerds On Site Inc. provides IT support, managed IT services, and cybersecurity solutions to small and medium-sized enterprises across Canada and the United States. The Company trades under the ticker symbols CSE: NERD and OTCQB: NOSUF.

For further information, please contact:

Charles Regan, Director

Nerds On Site Inc.

Email: charlie@nerdsonsite.com

Website: www.nerdsonsite.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.