Eat Well Group Announces Up to $5,000,000 Marketed Private Placement of Special Warrants - Seite 2

In the event that the Company has not received a receipt for the Final Prospectus within 90 days following the Closing, each unexercised Special Warrant will thereafter entitle the holder thereof to receive upon the exercise thereof, at no additional consideration, one-and-one-tenth (1.10) Unit (instead of one Unit) and thereafter at the end of any additional thirty (30) day period prior to the Qualification Date (as defined below), each Special Warrant will be exercisable for an additional 0.02 of a Unit.

All unexercised Special Warrants will automatically be exercised on the date (the “Qualification Date”) that is the earlier of (i) four (4) months and a day following Closing of the Offering, and (ii) as soon as reasonably practicable, and no later than the 3rd business day, after a receipt is issued for the Final Prospectus.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Exchange, and the entering into of an agency agreement between the Company and the Agents. Closing of the Offering is expected to be on or about the week of December 15, 2021 (the "Closing Date" or “Closing”), or such date as the Lead Agent and the Company may agree upon.

The Agents will receive an aggregate cash fee equal to 7.0% of the gross proceeds from the Offering, including in respect of any exercise of the Agents’ Option. In addition, the Company will grant the Agents, on date of Closing, non-transferable compensation warrants (the “Compensation Warrants”) equal to 7.0% of the total number of Special Warrants under the Offering (including in respect of any exercise of the Agents’ Option). Each Compensation Warrant will entitle the holder thereof to purchase one Unit (a “Compensation Warrant Unit”) at an exercise price per Compensation Warrant Unit equal to the issue price of the Special Warrants for a period of 36 months following the closing of the Offering.

The Company will use commercial reasonable efforts to obtain the necessary approvals to list the Common Shares, and Common Shares issuable on the exercise of the Warrants and Compensation Warrant Units on the Canadian Securities Exchange (the “Exchange”) on the Closing Date and the date of the issuance of the underlying Warrant Shares, respectively. In addition, the Company will use commercial reasonable efforts to obtain the necessary approvals to list the Warrants on the Exchange.