Mr. Jonathan Ferrari reports

GOODFOOD EXERCISES COMMON SHARE REPAYMENT RIGHT IN RESPECT OF 2025 DEBENTURES

Goodfood Market Corp. intends to repay the aggregate outstanding principal amount of $6,232,000 of its 5.75 per cent convertible unsecured subordinated debentures which are due and payable as at March 31, 2025, by exercising its option to deliver common shares to the holders of the debentures.

"In order to maintain maximum flexibility, we have elected to repay the small remaining balance of these debentures in shares, rather than cash. After discussions and approval from our board, we believe it represents not only good corporate governance to maintain a strong cash balance and balance sheet in the current macroeconomic environment, it also provides Goodfood with the ability to execute its strategic plan and allocate new capital to potential acquisitions and other value-enhancing initiatives. In recent months, we have built a robust pipeline of potential acquisition opportunities that we believe will create significant long-term value for all our stakeholders and want to make sure we are well positioned to take advantage of value-creating opportunities," said Jonathan Ferrari, chief executive officer of Goodfood.

The debentures were originally issued by Goodfood in February, 2020. As of the maturity date, an aggregate of approximately $179,170 in accrued and unpaid interest will be outstanding on the debentures and paid in cash. Subject to certain conditions, including the receipt of all necessary regulatory approvals, Goodfood has the flexibility to satisfy its obligation to pay all or any of the principal and interest in respect of the debentures by delivering common shares (valued at 95 per cent of the 20-day VWAP (volume-weighted average price) of the common shares on the Toronto Stock Exchange ending five trading days prior to the maturity date) in lieu of cash. Goodfood has given written notice to the debenture holders that it is exercising the common share repayment right in respect of 100 per cent of the outstanding principal of the debentures, being an aggregate amount of 6,232,000.

The company will confirm the number of common shares to be issued in connection with the repayment five trading days prior to the maturity date.

The exercise of the common share repayment right is subject to certain conditions, including, but not limited to, the approval of the TSX.

About Goodfood Market Corp.

Goodfood is Canada's leading digitally native meal solutions brand, delivering fresh meals and add-ons that make it easy for customers nationwide to enjoy delicious, sustainable meals at home. Goodfood connects partner farms and suppliers directly to customers' kitchens, reducing food waste and retail overhead. Headquartered in Montreal, Que., with production facilities in Quebec and Alberta, Goodfood is building Canada's most-loved millennial food brand.

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