Route1 Announces Completion of Issuance of Shares for Compensation and Implementation of Long-Term Incentive Plan

TORONTO, ON / ACCESSWIRE / December 16, 2022 / Route1 Inc. (TSXV:ROI) (the "Company" or "Route1"), an advanced North American provider of turn-key engineering and professional services, is pleased to announce that, pursuant to its September 19, 2022 and October 17, 2022 news releases, it has completed the issuance of common shares (the "Shares") of the Company to directors and executive management team members in lieu of cash compensation of approximately $301,883.48 by issuing 2,787,693 common shares at a deemed price of $0.085 and $0.115 per share. The securities issued are subject to a four-month and one day hold period, expiring on April 15, 2023.

The issuance of the Shares constituted a "related party transaction" as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company relied on the exemption from the valuation requirement of MI 61-101 contained in section 5.5(a) of MI 61-101 as neither the fair market value of the Shares nor the debt exceeded 25% of the Company's market capitalization.

Additionally, the Company announces that it received approval for its long-term incentive plan ("LTIP") at the Company's annual general and special meeting of shareholders (the "Meeting"), which was held on November 30, 2022 in Toronto, Canada.

The LTIP permits the granting of options, performance share units, restricted share units and/or deferred share units. The aggregate number of common shares of the Company to be reserved and set aside for issuance for option awards will not exceed 10% of the issued and outstanding common shares of the Company at the time of granting the award (on a non-diluted basis). The aggregate number of common shares of the Company to be reserved and set aside for issuance for non-option awards, will not exceed the number of shares equal to 3,970,946. The LTIP is subject to final approval by the TSX Venture Exchange.

A copy of the LTIP is available in the management information circular for the Meeting, which is available at www.sedar.com.

About Route1 Inc.

Route1 Inc. is an advanced North American engineering and professional services company using data capture technologies. We bring security and operations together with real-time actionable intelligence to enhance safety and security, drive greater profitability and improve operational efficiencies. With a deep-rooted background in software development, network operations, and cybersecurity, Route1 brings a unique and valuable approach to the turn-key engineering and professional services arena. Route1's services follow a complete life-cycle model, ensuring the evolution of your technology to meet your desired outcomes. Route1 is listed in Canada on the TSX Venture Exchange under the symbol ROI. For more information, visit: www.route1.com.

For More Information, Contact:

Tony Busseri
President and Chief Executive Officer
+1 480 500-7030
tony.busseri@route1.com

This news release, required by applicable Canadian laws, does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the 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.

© 2022 Route1 Inc. All rights reserved. No part of this document may be reproduced, transmitted or otherwise used in whole or in part or by any means without prior written consent of Route1 Inc. See https://www.route1.com/terms-of-use/ for notice of Route1's intellectual property.

This news release may contain statements that are not current or historical factual statements that may constitute forward-looking statements or future oriented financial information. These statements are based on certain factors and assumptions, including, expectations regarding the expected growth in the value of support contracts for the LPR business, price and liquidity of the common shares, competition for skilled personnel, expected financial performance and subscription-based revenue, business prospects, technological developments, development activities and like matters. While Route1 considers these factors and assumptions to be reasonable, based on information currently available, they may prove to be incorrect. These statements involve risks and uncertainties, including but not limited to the market demand for the Company's products and services and risk factors described in reporting documents filed by the Company. Actual results could differ materially from those projected as a result of these and other risks and should not be relied upon as a prediction of future events. The Company undertakes no obligation to update any forward-looking statement or future oriented financial information to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, except as required by law. Estimates used in this presentation are from Company sources. Past or forecasted performance is not a guarantee of future performance and readers should not rely on historical results or forward-looking statements or future oriented financial information as an assurance of future results.

SOURCE: Route1 Inc.