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Rise Nano Optics Ltd. Receives Final Receipt for Prospectus and Closes RTO Transaction

Vancouver, British Columbia – TheNewswire - (March 4, 2026) – Rise Nano Optics Ltd. (formerly Skylift Tech Ventures Ltd.) ("Rise" or the “Company”) is pleased to announce that it has obtained a final receipt for its final long form prospectus dated February 28, 2026 (the "Final Prospectus") from the British Columbia Securities Commission and is now a reporting issuer in the province of British Columbia. No securities are being offered pursuant to the Final Prospectus, which was filed for the purpose of allowing Rise to become a reporting issuer in the province of British Columbia, allowing Rise to satisfy the listing requirements of the Canadian Securities Exchange (the "CSE") and to satisfy certain closing conditions of the reverse takeover of the Company by Rise Nano Optics Ltd. (an Israeli company) (“Rise Israel”), a leading ophthalmic company focused on the development, commercialization and application of nanotechnology to eyewear and optical solutions that protect against harmful light wavelengths (the “RTO Transaction”). The RTO Transaction closed on March 4, 2026 and the Company issued 21,150,000 Common Shares (as defined below), 6,244,880 Warrants (as defined below) and 9,331,785 Contingent Rights (as defined below) to the shareholders of Rise Israel in consideration for the acquisition of all issued and outstanding common shares of Rise Israel. The Company also issued: (i) 406,308 incentive stock options (the “Replacement Options”) to a holder of options issued by Rise Israel, which were cancelled in connection with the RTO Transaction; (ii) 50,000 incentive stock options (together with the Replacement Options, the “Stock Options”) to a consultant of the Company; and (iii) 4,155,686 restricted share units (the “RSUs”) to certain directors, officers and consultants of the Company. The Stock Options and RSUs are subject to a statutory hold period of four months pursuant to applicable Canadian securities laws.  

Rise has also received conditional listing approval on February 25, 2026 from the CSE for listing of the common shares in the capital of the Company (the “Common Shares”). Listing remains subject to Rise fulfilling certain customary CSE requirements.

Further to the closing of the RTO transaction, the Company entered into an escrow agreement dated March 4, 2026 among the Company, Endeavor Trust Corporation as transfer agent (“Endeavor”) and certain securityholders of the Company (the “Escrow Agreement”).

Copies of the Final Prospectus and the Escrow Agreement are available on the Company’s profile on SEDAR+, found at www.sedarplus.ca.

Further, Rise is also pleased to announce that the Escrow Release Conditions (as defined below) in connection with the private placement offering of 5,016,483 subscription receipts of the Company (the "Subscription Receipts") for total gross proceeds of CAD$3,511,538.10 (the "Subscription Receipt Financing") have been satisfied. The Company also issued an aggregate of 335,095 Common Shares to certain finders in connection with the Subscription Receipt Financing.

The Subscription Receipts were issued pursuant to a subscription receipt agreement, as amended (the "Subscription Receipt Agreement") between the Company and Endeavor as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the proceeds from the Subscription Receipt Financing (the "Escrowed Funds") were deposited in escrow with Endeavor pending satisfaction or waiver of the following conditions: (i) satisfaction of all conditions precedent to the RTO Transaction; and (ii) Rise having delivered an irrevocable direction to Endeavor confirming that item (i) has been satisfied (the "Escrow Release Conditions").

Rise has delivered an irrevocable direction to Endeavor confirming that it has obtained a receipt for the Final Prospectus. The Escrow Release Conditions having been satisfied, the Escrowed Funds have been released to Rise and the Subscription Receipts automatically converted, for no additional consideration and with no further action by the holders thereof, into 5,016,483 Common Shares and 5,016,483 Common Share purchase warrants (“Warrants”), which will each entitle the holder thereof to acquire one Common Share at any time until September 4, 2027 for a price of $1.00 per Common Share.

Pursuant to the RTO Transaction, the shareholders of Rise Israel also received 9,331,785 contingent value rights (the “Contingent Rights”), each convertible into one Common Share upon the achievement of certain milestones, as more fully described in the Final Prospectus.

About Rise

Rise is a health technology company developing advanced nanotechnology solutions for eye protection and vision health. Rise’s EYEGUARD™ Filter is a patented lens technology that blocks harmful light wavelengths (220–530 nm), filters blue light and provides 100% UV protection while preserving visual clarity and colour contrast. Rise’s lenses include EYEGUARD-OD™ for outdoor use and EYEGUARD-T™ photochromic (transition) lenses for indoor and outdoor protection. Designed to help manage risks associated with diabetic retinopathy, macular degeneration, cataracts and other light-sensitive conditions, the EYEGUARD™ Filter aims to deliver effective protection without compromising everyday usability. For additional information about Rise, please visit https://risenanooptics.com/.

Investor Contacts:

Inas Said
Chief Executive Officer
Rise Nano Optics Ltd.
Email: inas.said@risenanooptics.com
Tel: +972-526977140

Julia Becker
Corporate Communications
Email: julia@strikecomm.com
Tel: +1 (604) 785 0850

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful.

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.

ForwardLooking Statements

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the RTO Transaction, the listing of the Common Shares on the CSE and the future plans and objectives of the Company. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. With respect to forward-looking statements and information contained herein, Rise has made numerous assumptions including among other things, assumptions about general business and economic conditions. The foregoing list of assumptions is not exhaustive.

Although management of Rise believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, those factors discussed under the heading "Risk Factors" in the Final Prospectus; and other risk factors as detailed from time to time. Rise does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

Copyright (c) 2026 TheNewswire - All rights reserved.

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