Mr. Avtar Dhaliwal reports

MODERN PLANTS BASED FOODS CLOSES SAUSAGE-LESS FOOD COMPANY INC TRANSACTION

Modern Plant Based Foods Inc. has signed a definitive agreement dated effective Sept. 23, 2022, providing for the acquisition of all of the outstanding securities in the capital of Sausage-less Food Company Inc. Sausage-less, a plant-based company based in Vancouver, B.C., an innovative food company offering products that are familiar, feel-good favourites made from real quality ingredients. These include the Sausage-less roll, the Sausage-less links and the Sausage-less longanisa. The company is focused on providing healthy comfort food options for patrons which will be offered in both retail and food service outlets. The acquisition is expected to complement Modern's strategy to introduce higher-margin products in a broader reach of global cuisine.

"We are pleased to enter into this acquisition with Sausage-less, adding yet another valuable company to our Modern portfolio. Sausage-less enables us to compete in a broader global market by providing healthy plant-based alternatives to where currently there is a significant gap in high-quality vegan-based products. We intend to continue to deliver customer and shareholder value through our company and our core principals," stated Avtar Dhaliwal, Modern Plant's chief executive officer.

Transaction structure

Pursuant to the terms of the acquisition agreement, subject to the satisfaction of certain conditions precedent and compliance with applicable Canadian Securities Exchange policies, the company will acquire all of the issued and outstanding securities in the capital of Sausage-less in exchange for issuing: (i) an aggregate of 8,571,428 common shares at a deemed price of 35 cents per share; and (ii) an aggregate of 8,571,428 share purchase warrants at a deemed price of 35 cents per warrant, with each warrant exercisable to acquire one common share at an exercise price of six cents per share until July 5, 2023.

The company is at arm's length from Sausage-less and its shareholders. The transaction neither constitutes a fundamental change, nor a change of business for the company, nor has it resulted in a change of control of the company within the meaning applicable securities laws and the policies of the Canadian Securities Exchange. Sausage-less has no long-term debt.

About Modern Plant Based Foods Inc.

Modern Plant is a Canadian food company based in Vancouver, B.C., that offers a portfolio of plant-based products, including meat- and dairy-free alternatives, soups, and vegan snacks. Its products are available at select restaurants and retailers across Canada, including its own Modern Wellness bars located in Vancouver. The company takes a holistic approach to plant-based living, and understands the importance of providing nutritious and sustainable alternatives to consumers without sacrificing taste. The company wants people to feel good about the food they eat, which is why the company is deliberate in choosing ingredients free of soy, gluten, nuts and GMOs (genetically modified organisms).

The company's mission is to change the way food is produced and consumed for the benefit of people, animals and the environment by using natural plant-based ingredients.

We seek Safe Harbor.