File: Attachment Affinor Growers Inc. - News Release Announcing Debt Settlement.pdf

AFFINOR GROWERS INC. ANNOUNCES SHARES FOR DEBT SETTLEMENT VANCOUVER, British Columbia, November 6, 2026 Affinor Growers Inc. (CSE: AFI) (OTC PINK: RSSFF) ("Affinor" or the "Company") announces that it has entered into debt settlement agreements with certain directors and officers of the Company and their affiliated parties (collectively, the "Creditors") to settle aggregate outstanding indebtedness of $635,894.33 (the "Debt") owing to the Creditors through the proposed issuance of an aggregate of 6,358,941 common shares in the capital of the Company (the "Settlement Shares") at a deemed price of $0.10 per Settlement Share (the "Debt Settlement").

The Debt comprises unpaid compensation, consulting fees, reimbursable expenses, loan obligations and accrued interest, and amounts owing under leases.

The Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Creditors include Ben Hogervorst and Nick Brusatore, each a director and officer of the Company, and their affiliated parties. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 provided by sections 5.5(a) and 5.7(1)(a), respectively, on the basis that the fair market value of the Settlement Shares to be issued pursuant to the Debt Settlement does not exceed 25% of the Company's market capitalization.

The Settlement Shares issued in connection with the Debt Settlement will be subject to a statutory hold period of four months and one day in accordance with the policies of the Canadian Securities Exchange and applicable Canadian securities laws.

About Affinor Growers Inc. Affinor Growers Inc. is focused on the design, development and commercialization of vertical farming technology for indoor, outdoor and greenhouse applications. The Company is developing processes, methods and models to cultivate crops such as strawberries and leafy greens using efficient vertical growing systems intended to reduce land, water and energy requirements while supporting year-round production.

To learn more about Affinor, visit: www.affinorgrowers.com

On behalf of the Board of Directors,

Affinor Growers Inc.

Nicholas Brusatore Director and Chief Executive Officer nick@affinorgrowers.com Tel: 604-356-0411

Caution Regarding Forward-Looking Information

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact included herein, including, without limitation, statements

LEGAL_50812219.2 relating to the future operating or financial performance of the Company, are forward-looking statements. Forward-looking statements are generally, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", "plans" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, the completion of the Debt Settlement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct or accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of the Company on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. These assumptions include that the debt settlement agreements will be entered into, any required regulatory approvals will be obtained and the conditions to completion of the Debt Settlement will be satisfied. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements, including the risk that the debt settlement agreements will not be entered into, any required regulatory approvals will not be obtained or the Debt Settlement will not be completed on the proposed terms or at all. The Company has made assumptions and estimates based on or related to many of these factors. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The statements in this news release are made as of the date of this release. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. The Canadian Securities Exchange has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.

LEGAL_50812219.2