Nepra Foods Announces Non-Brokered Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BRITISH COLUMBIA / ACCESS Newswire / June 16, 2025 / Nepra Foods Inc. (CSE:NPRA)(FSE:2P6)(OTCQB:NPRFF) ("Nepra Foods" or the "Company") is pleased to announce a non-brokered private placement of up to 8,333,333 units of the Company (the "Units") at a price of US$0.06 per Unit for gross proceeds of up to US$500,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Share (a "Warrant Share") at an exercise price of US$0.12 per Warrant Share for a period of 24 months following issuance.

The Company may pay finder's fees on the Offering within the amount permitted by the policies of the Canadian Securities Exchange (the "CSE"). The Company will use the proceeds from the Offering for general working capital purposes.

Closing of the Offering is subject to certain conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and will be issued as "restricted securities" as defined in Rule 144(a)(3) under the United States Securities Act of 1933, as amended (the "1933 Act"). The Offering is not subject to a minimum aggregate amount of subscriptions.

The Shares, Warrants and Warrant Shares underlying the Warrants (collectively, the "Securities") being offered have not been, nor will they be, registered under the1933 Act, or any state securities laws, and may not be offered or sold in the United States or to, of for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws. This press release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.