Blender Bites Signs Definitive Agreement to Acquire Advanced Sports Nutrition Inc. and Targets Athletic Recovery with NFL-Funded Clinical Trial - Seite 2

Furthermore, the Clinical Trial has received Health Canada's approval, affirming that it meets rigorous quality standards. The Clinical Trial will allow Blender Bites to develop unique proprietary beverage formulations, ensuring long-term protection against competition and fostering future innovations.

With the Acquisition, Blender Bites intends to diversify its revenue streams by venturing into the athletic recovery and CBD wellness market. Having the Clinical Trial funded by the NFL may pave the way for tapping into new customer segments, potentially leading to lucrative sponsorship and marketing opportunities. Leveraging the first-mover advantage, Health Canada approval and NFL-funded Clinical Trial has the potential to position the Company as a leader in CBD formulations for athletes.

ACQUISITION DETAILS

Pursuant to the Agreement, the Company will acquire all of the issued and outstanding common shares of Advanced Sports Nutrition in exchange for 2,013,333 common shares of the Company (the “Consideration Shares”).

The Consideration Shares are subject to restrictions on resale in the following aggregate amounts until the following dates: (a) 25% of the Consideration Shares shall be free trading on the Closing Date; (b) 50% of the Consideration Shares shall be subject to restrictions on resale until the date which is four-months from the Closing Date; and (c) the remaining 25% of the Consideration Shares shall be subject to restrictions on resale until the completion of the Clinical Trial.

In connection with closing of the Acquisition, the Company will issue 60,394 common shares (“Administrative Shares”) to Amalfi Corporate Services Ltd. (“Amalfi”), in consideration for administrative services rendered in connection with the Acquisition. Amalfi is a private company controlled by Geoff Balderson. Mr. Balderson serves as Chief Financial Officer of the Company. The issuance of the Administrative Shares to Amalfi is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the issuance of the Administrative Shares issued to Amalfi do not exceed twenty-five percent (25%) of the market capitalization of the Company, as determined in accordance with MI 61-101.