Ms. Hamutal Yitzhak reports

ELSE ANNOUNCES INVESTMENT FOR GROSS PROCEEDS OF US$575,000

Else Nutrition Holdings Inc. has entered into a new convertible security financing agreement dated Oct. 12, 2026, with Lind Global Fund III LP, an entity managed by The Lind Partners LLC, a New York-based institutional fund manager. Under the terms of the agreement, the company will on the initial closing issue an initial convertible security with a face value of $343,750 (U.S.), representing a financed amount of $275,000 (U.S.) plus an implied interest rate of 12.5 per cent per annum, which would provide $251,250 (U.S.) in funds after deduction of closing fees.

On closing, the initial convertible security will have a 24-month maturity date and will be convertible into common shares of the company, subject to a four-month lock-up period. Lind will be able to convert the outstanding face value at any time during the term at a conversion price equal to 100 per cent of the closing price per common share of the company on the Canadian Securities Exchange on the trading day immediately prior to closing date of the initial convertible security.

On the date that is 121 days following the closing date for the initial convertible security (the initial payment date) and on each one-month anniversary of the initial payment date for the 19 months following (each, together with the initial payment date, a payment date), the company shall pay to Lind an amount equal to 1/20th of the face value of the initial convertible security, being $17,187.50 (U.S.) per month. Each repayment may be satisfied, at the company's election: (i) in cash, by payment of an amount equal to 105 per cent of the amount of such repayment; or (ii) subject to the terms of the agreement, by the issuance to Lind of common shares at a price per common share (in Canadian dollars) equal to 75 per cent of the closing price per common share on the CSE on the trading day immediately prior to the applicable payment date (representing a 25-per-cent discount to such closing price), provided that: (a) such discount shall not exceed the maximum discount to the market price permitted under the policies of the CSE, and, if the discount would otherwise exceed that maximum, the price per common share of the company shall instead be the lowest price permitted under the policies of the CSE; and (b) if, when the price per common share for a repayment is calculated under this subparagraph (ii), such price is lower than the minimum price per common share at which the CSE permits the issuance of common shares, the company shall not issue common shares in respect of such repayment and must instead pay the amount of such repayment in cash. Any face value remaining outstanding will be payable on maturity.

Commencing 60 days after the expiry of the four-month-and-one-day lock-up period, the outstanding face value of the initial convertible security may be repaid in cash at the discretion of the company, with a 5-per-cent premium (the buyback right). Should the company exercise its buyback right, Lind would have the option to convert up to 33.3 per cent of the face value of the initial convertible security into common shares.

On Dec. 31, 2026, or such later date as may be determined in accordance with the agreement, Lind will advance a further $300,000 (U.S.) ($285,000 (U.S.) after deduction of closing fees) in exchange for the issuance of a second convertible security with a face value of $375,000 (U.S.) (the second convertible security), on substantially the same terms as the initial convertible security, including monthly repayments of $18,750 (U.S.).

The initial convertible security and the second convertible security will include detached warrants to purchase shares. In connection with the applicable convertible security, the company will issue such number of warrants as is equal to the financed amount (in Canadian dollars) of the applicable convertible security divided by the closing price per common share (in Canadian dollars) on the CSE on the trading day immediately prior to the closing date for such convertible security having an exercise price equal to the closing price of the shares on the CSE on the trading day immediately prior to the closing date of the applicable convertible security and an expiry date of 48 months from the date of issuance.

The agreement provides that the initial convertible security and the second convertible security, as applicable, will include volume restrictions on resale of the shares issued on conversion of the initial convertible security, and the second convertible security, if applicable, as well as restrictions on short sales.

The company will not be holding a securityholder vote in connection with the issuance of the initial convertible security and the second convertible security pursuant to an exemption under Section 4.6(2)(b) of CSE Policy 4. The company meets the requirement of the exemption for the following reasons: (i) the company is experiencing serious financial difficulty; (ii) the company has reached an agreement with Lind to complete the offering; (iii) no related person of the company is participating in the offering; (iv) the company's audit committee, comprising solely independent directors, has determined that the offering is in the best interests of the company, is reasonable in the circumstances and that it is not feasible to obtain security holder approval or complete a rights offering to existing securityholders on the same terms.

The company's obligations under the agreement will be secured by a general security interest over the assets of the company and guarantees and security from certain of its subsidiaries.

The proceeds from the issuance of the convertible securities under the agreement will be applied toward, amongst other things, general working capital purposes and the repayment of certain trade debt owed in the ordinary course of business.

The agreement and initial closing are subject to CSE approval. All securities issued pursuant to the agreement, including shares issued on conversion of the convertible securities or exercise of the warrants, will be subject to a statutory hold period expiring four months and one day following the applicable closing date, in accordance with applicable Canadian securities laws and the policies of the CSE, and to restrictions under applicable U.S. securities laws.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings is a food and nutrition company in the international expansion stage focused on developing innovative, clean and plant-based food and nutrition products for infants, toddlers, children and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formula. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth.

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