NanoStruck Announces Binding Agreement on Terms for Strategic Acquisition

HIGHLIGHTS:

•  $5.20 million average annual revenue of the target business for 2011 – 2013
• Intellectual Property strengthened – co-ownership of 8 additional patents
• Consolidated revenue potential for NanoStruck; plan for further growth
•  Clean Technology in the Mining, Water Treatment and Energy Industries

July 15, 2014 - VANCOUVER, Canada – NanoStruck Technologies Inc. (the “Company” or “NanoStruck”) (CSE: NSK) (OTCQX: NSKTF) (Frankfurt: 8NSK) announces the signing of a binding agreement to acquire a technology business in order to strengthen the Company’s technology and operations and for the combined companies to further grow revenue and profit.

Upon completion of accretive acquisition, the Company will be able to consolidate financial results of the two companies. The target business has had annual revenue of between $4.23 million and $7.03 million with a pretax profit between $0.46 million and $1.21 million for the years 2011-2013.

The target business is focused on providing clean technology solutions in the mining, water treatment, clean energy and specialty chemicals industries. It has facilities for beta testing and running pilot plants using physical, chemical and thermal processing. NanoStruck will look at introducing and applying its nanotechnology into the various above processes, as applicable.

Bundeep Singh Rangar, Chairman of the Board said: “This acquisition is transformative for both parties. It helps realize our strategic goals of growing revenue, increasing technology prowess and expanding in new markets. Our combined teams and technologies will result in formidable water treatment, mine tailings and minerals processing technologies being offered in key target markets.”

With the acquisition, the Company will be able to accelerate the commercialisation of its technology for recovery of precious metals from mining ores and tailings. The target business has a suite of Intellectual Property, in both its patents and knowhow, that is used to develop proprietary technologies. The combined companies can further unlock the potential value of these technologies. NanoStruck intends to tap into its suite of mining industry shareholders to generate new business for the combined companies.

NanoStruck’s shareholders include Gordon McKinnon, a director of a number of mining exploration, development and mineral royalty companies including Canadian Orebodies Inc., Mineral Streams Inc. and PhosCan Chemical Corp.; Clinton Barr, a leading geologist, who worked for mining and metallurgy companies Noranda Inc. and Inco Ltd. as a project geologist; Richard Buzbuzian, a mining and capital markets executive formerly at New Dawn Mining Corp. (ND.TSX), a Zimbabwe focused gold producer; and Garry Clark, Executive Director of the Ontario Prospectors Association, that nurtures the province’s mineral exploration industry. He also sits on the Minister of Mines Mining Act Advisory Committee, the Ontario Geological Survey Advisory Board and is a director of several small listed exploration companies.

This acquisition will further strengthen NanoStruck’s suite of Intellectual Property, global operations as well as mineral ores and mine tailings processing capabilities. It will result in the Company co-owning eight patents that have already been granted with further development of IP to be jointly pursued.

The parties have signed a binding agreement subject to the signing of a definitive purchase and sale agreement upon completion of final due diligence and regulatory approval. While there is no certainty of concluding a definitive agreement, both parties are pursuing its completion on a best efforts basis. The target company’s current Chief Executive Officer will remain CEO of the acquired company as part of a retention package to ensure continuity of the business. All financial figures used above are unaudited figures provided by the target business. The counter party cannot be named at this stage for confidentiality reasons.

About the Company

NanoStruck Technologies Inc. is a Canadian Company with a suite of technologies that remove molecular sized particles using patented absorptive organic polymers. These versatile biomaterials are derived from crustacean shells or plant fibers, depending on requirements of their usage. Acting as molecular sponges, the nanometer-sized polymers are custom programmed to absorb specific particles for remediation or retrieval purposes. These could be used to clean out acids, hydrocarbons, pathogens, oils and toxins in water via its NanoPure solutions. Or to recover precious metal particles in mine tailings, such as gold, silver, platinum, palladium and rhodium using the Company’s NanoMet solutions.

By using patented modifications to conventional technologies and adding polymer-based nano-filtration, the Company’s offers environmentally safe NanoPure solutions for water purification. The Company uses Environmental Protection Agency (EPA) and World Health Organization (WHO) guidelines as a benchmark for water quality and safety to conform to acceptable agricultural or drinking water standards in jurisdictions where the technology is used.

Additionally, the Company’s technology can be used to recover precious and base metals from mine tailings, which are the residual material from earlier mining activities. By retrieving valuable metals from old tailing dumps, the Company’s NanoMet solutions boosts the value of existing mining assets and reduces the need for new, costly and potentially environmentally harmful exploration and mining.

The Company’s current business model is based on either selling water remediation plants or leasing out units and charging customers on a price per liter basis with a negotiated minimum payment per annum. For processing mine tailings, the value of precious metal recovered is shared with tailing site owners on a pre-agreed basis.

For further information contact:

Nelson Hudes, Public Relations

T:            +1 905 660 9155

E:            Nelson.Hudes@NanoStruck.com

Raj Kurichh, Chief Marketing Officer

T:            +1 905 813 0900
E:            Raj.Kurichh@NanoStruck.com
W:            www.NanoStruck.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATORY SERVICE PROVIDER HAS REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Statements relating to "reserves" or "resources" are deemed to be forward-looking statements because they involve the implied assessment, based on certain estimates and assumptions that the resources and reserves described can be profitably produced in the future.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s Management’s Discussion and Analysis for the three and six months ended March 31, 2014, filed on May 29, 2014, and for the year ended September 30, 2013, filed on January 28, 2014, under the Company’s profile on www.sedar.com.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.