Nepra Foods Announces US$950,000 Debt Conversion and Board Changes - Seite 2

The Lender is an insider shareholder of the Company. Accordingly, the Lender's participation in the Conversion Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement set out in Section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed or quoted on any of the prescribed exchanges set out therein. The Company is relying on the exemption from the minority approval requirement set out in section 5.7(1)(e) of MI 61-101. Each of the directors of the Company is an "independent director" (as determined in accordance with MI 61-101) in respect of the Conversion Transaction and the board of directors, acting in good faith, unanimously determined that the Company is in serious financial difficulty, that the Conversion Transaction is designed to improve the financial position of the Company, and that the terms of the Conversion Transaction are reasonable in the circumstances of the Company. The Company did not file a material change report 21 days prior to the expected closing of the Conversion Transaction as the structure of the transaction had not been confirmed at that time.

Board Changes

The Company also announces that Mark Olmsted has resigned as a director of the Company, effective July 12, 2024. The Company would like to thank Mr. Olmsted for his years of service to the Company.

About Nepra Foods Inc.

Nepra Foods is grounded in a passion for food. We believe eating healthy should be easy. Everybody deserves food options that are truly nutritious and taste good. Food should be allergen-free so that everyone in the family can enjoy eating it together. Plant-based foods can offer high-quality nutrition and taste great while maintaining a low-carb profile. Nepra Foods is on a mission to make healthy, enjoyable food for everybody.

ON BEHALF OF THE BOARD OF DIRECTORS

David Wood, Chief Operating Officer and Interim CFO
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The CSE has neither approved nor disapproved the contents of this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information may include, without limitation, statements related to the Conversion Transaction, including the timing and completion thereof, and other statements regarding the future developments and the business and options of the Company. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.