Toronto, Ontario – February 2, 2024 – Nerds On Site Inc. (CSE: NERD), a cybersecurity and mobile IT solutions company servicing the small and medium enterprise (SME) marketplace in Canada and the U.S., provides details on its strategic purchase of Nerds On Call, a leading technology support company located throughout California that caters to residential Clients. The merger will be structured as an asset purchase and include both digital and physical assets of Nerds On Call and will strengthen the combined entity’s position in the North American market.

Key highlights of this asset purchase include:

• Assets: All digital, physical, and trademarked assets of Nerds On Call.
• Continuity of Leadership and Team: The agreement ensures that the existing management and team of Nerds On Call will continue their roles, maintaining high standards of service delivery for their Clients.
• Immediate Sales Opportunities: The NOC product line is expected to generate strong and immediate sales opportunities within the Nerds On Site (NOS) portfolio as well as NOS providing a broad selection of service, software, and cyber security offerings to NOC Clients.
• Financial Outlook: Nerds On Site is projected to be cash flow positive within the first six months of operation.
• Equity Purchase Details: The acquisition is an equity purchase valued at US$500,000, payable in shares. The final number of shares will be determined based on the share value at the agreement closing in March 2024.
• Continuing Corporation: Nerds On Site shall be the continuing company, and no changes to its board of directors are expected. No new control person will be created.
• Transaction Conditions: This transaction is subject to completion of final acquisition and exchange approval.

Charlie Regan, CEO of Nerds On Site, said, “This asset purchase is a significant milestone in our journey. By integrating Nerds On Call’s Clients, we expand our USA footprint, as well as providing our proven integrated on site – remote support system that can be offered in markets we presently don’t serve. We’re not just expanding our resources but also fortifying our commitment to provide unparalleled IT and cybersecurity services to our Clients.”

Andrea Elderidge, CEO of Nerds On Call, said, “Joining forces with Nerds On Site opens new doors for us. Our combined expertise and resources will undoubtedly enhance the service experience for our Clients and drive innovation in the IT sector.”

This strategic acquisition is expected to significantly enhance the service offerings of Nerds On Site, making it a powerhouse in the IT and cybersecurity domain. The company is well-positioned to leverage the strengths of both organizations to offer an expanded suite of services and cater to a broader client base.

About Nerds On Site Inc. (NERD):

A leading provider of cyber security and IT services to SME and corporate Clients in North America. Established in 1995 and serving Clients across the USA and Canada for decades, Nerds On Site stands out as one of the most highly regarded and reputable IT service organizations of its kind. The NERDs team is a collegial network of cyber security and technology experts and strategic partners across North America. Their ability to liberate Clients with technology solutions that optimize organizations and exceed expectations is the stand-out results Nerds On Site regularly delivers, as Client testimonials reflect – reviews.nerdsonsite.com

https://nerdsonsite.com

About Nerds On Call:

Nerds On Call has been a trusted name in technology support in California for over two decades, offering a wide range of IT solutions to predominantly residential clients. For more details, visit https://callnerds.com/

Forward-Looking Statements

The letter of intent is non-binding and there is no guarantee that this transaction will happen.

Certain information set forth in this material may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint ventures and strategic alliances, and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “predicts,” “intends,” “targets,” “aims,” “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. A number of known and unknown risks, uncertainties, and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions, and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise, and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Nerds On Site Inc.

Investor Relations: ir@nerdsonsite.com / investors.nerdsonsite.com

Public Website: www.nerdsonsite.com

Charles Regan, Nerds On Site, Inc.