Ms. Julia Stamberger reports

PLANTING HOPE (MYLK) ANNOUNCES DEBT REORGANIZATION AND UPDATE TO PRIVATE PLACEMENT

The Planting Hope Company Inc. is proposing the reorganization and settlement of convertible debentures held by arm's-length parties to the company with an aggregate principal amount of up to approximately $7,102,460 (approximately $7,351,760.11 inclusive of interest outstanding thereon up to April 30, 2024, assuming the settlement occurs on such date) outstanding in the capital of the company to holders of such debentures.

The settlement will be composed of the issuance of units of the company at a deemed price per unit of 10 cents in full and final satisfaction of all accrued and unpaid principal and interest up to the date of settlement. To participate in the settlement, electing debentureholders must additionally agree to participate in the private placement (as defined below) or settle outstanding non-convertible debt (as defined below), or a combination of both, for a minimum amount equal to at least 50 per cent of all accrued and unpaid principal and interest amount of the debentures with respect to which such debentureholder has elected to settle pursuant to the settlement. Debentureholders wishing to participate in the settlement must deliver written notice of same to the company by no later than 7 p.m. Chicago time on April 30, 2024, or such other date as may be accepted by the company in its sole discretion.

Additionally, the company also announces that it proposes to offer arm's-length holders of certain non-convertible debt outstanding in the company with an aggregate outstanding amount (inclusive of interest up to April 30, 2024) of approximately $1,858,066 the opportunity to settle their outstanding non-convertible debt through the issuance of units at the unit price.

Each unit shall consist of one subordinate voting share in the capital of the company and one subordinate voting share purchase warrant. Each warrant shall entitle the holder to acquire one additional subordinate voting share at an exercise price of 15 cents for a period of 24 months from the date of issuance thereof.

Additionally, further to the company's press release dated April 2, 2024, the company announces that its previously announced private placement of units is expected to comprise up to 80 million units at a price per unit equal to the unit price for aggregate gross proceeds of up to $8-million inclusive of an aggregate of up to approximately 36,758,800 units that may be issued pursuant to the matching requirement if the entire matching requirement is satisfied through participation in the private placement. It is expected that the number of units actually issued pursuant to the private placement will be less than the maximum as the rate of acceptance of the settlement by debentureholders is currently unknown.

Participation in the private placement is expected to be led by a United States-based investment fund for approximately $2.7-million.

The net proceeds raised from the private placement (including the matching requirement) will be used to primarily support inventory purchases and business expansion, as well as general working capital purposes. The company may pay finders' or other fees on the private placement (other than units issued pursuant to the matching requirement) in accordance with applicable laws and the policies of the TSX Venture Exchange.

The securities issued pursuant to the private placement (including the matching requirement), conversion of the non-convertible debt and the settlement will be subject to a hold period of six months from the date of issuance.

Closing of the private placement, conversion of the non-convertible debt and settlement is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V.

The private placement, conversion of the non-convertible debt and settlement may close in one or more tranches. It is expected the private placement and settlement will be closed on or before April 30, 2024, or such other date as may be determined by the company.

In the event all debentures are settled pursuant to the settlement, in the event all non-convertible debt is satisfied through the issuance of units and assuming the settlement occurs on April 30, 2024, it is expected that an aggregate of up to approximately 73,517,601 units will be issued pursuant to the settlement, a combination of up to an aggregate of up to an additional 36,758,800 additional units will be purchased by debentureholders pursuant to the matching requirement under the private placement and/or an additional 18,580,660 additional units may be issued pursuant to the conversion of non-convertible debt (in each case, depending on the proportion of the matching requirement settled through conversion of non-convertible debt). In the event the private placement is fully subscribed, it is expected an aggregate of up to 80 million units (inclusive of up to approximately 36,758,800 units issued under the matching requirement, in the event the full matching requirement is satisfied through participation in the private placement, but, for avoidance of doubt, exclusive of any additional units issued through the settlement or units that may be issued pursuant to the conversion of non-convertible debt) will be issued. The actual amount of debentures settled, number of units issued on settlement of debentures, number of units acquired by debentureholders pursuant to the matching requirement under the private placement, number of units issued on settlement of the non-convertible debt and units issued generally under the private placement will vary depending on uptake of the settlement right by debentureholders, uptake of the conversion offer on non-convertible debt by holders thereof and investor interest in the private placement. The company expects debentureholders holding approximately 10 per cent to 40 per cent of outstanding debentures to participate in the settlement.

Conversion of debenture interest

The company is also pleased to announce that further to its press release dated March 19, 2024, it has completed the conversion of accrued and unpaid interest due up to and including Dec. 31, 2023, on the debentures in the aggregate amount of $368,091.15 into shares at a price per share of 10.8 cents for an aggregate of 3,407,464 shares in accordance with the terms of the debentures. The interest conversion is subject to the final approval of the TSX Venture Exchange.

The interest conversion include the issuance of 14,000 shares to Julia Stamberger, the chief executive officer of the company, 16,485 shares to Kevin Phelps, a director of the company, and 2,800 shares to Susan Walters-Flood, the chief operating officer of the company, in each case in respect of debentures held by them. Following the interest conversion, Ms. Stamberger will hold 266,377 shares and 36,253 multiple voting shares in the capital of the company, representing approximately 0.33 per cent and 9.61 per cent of the shares and MVS outstanding immediately following the interest conversion, respectively, Mr. Phelps will hold 116,486 shares, representing approximately 0.14 per cent of the shares outstanding immediately following the interest conversion, and Ms. Walters-Flood will hold 2,800 shares and 1,500 MVS, representing approximately less than 0.01 per cent and 0.40 per cent of the shares and MVS outstanding immediately following the interest conversion, respectively. Ms. Stamberger, Mr. Phelps and Ms. Walters-Flood are each related parties of the company, and accordingly, such interest conversions are expected to constitute related-party transactions of the company under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemption from the requirement to obtain a formal valuation pursuant to Section 5.5(b) of MI 61-101 as none of the securities of the company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the Plus markets operated by Plus Markets Group PLC. In addition, the company is relying on the exemption from the requirement to obtain minority shareholder approval pursuant to Section 5.7(1)(a) of MI 61-101, which provides an exemption where the fair market value of the transaction as it relates to the related parties does not exceed 25 per cent of the company's market capitalization. A material change report including details with respect to the related-party transaction will not be filed fewer than 21 days prior to the closing of the interest conversion as the company had not finalized its intent to complete the interest conversion by such time and the company deemed it reasonable in the circumstances so as to be able to avail itself of potential capital restructuring opportunities and complete the interest conversion in an expeditious manner.

About The Planting Hope Company Inc.

Planting Hope is reimagining and reinventing food today so that the planet can feed 10 billion people tomorrow. A foodtech-driven company at the forefront of sustainable consumer food and beverage evolution, Planting Hope transforms nutrient-dense, widely cultivated crops into innovative, nutrient-rich products that reimagine pantry staples in the largest, fastest-growing global food categories.

Its award-winning breakthrough brands, including Hope and Sesame sesamemilk, RightRice high-protein veggie rice, and Mozaics real veggie chips, are not only disrupting global markets but also significantly reducing environmental footprints. Available across the United States and Canada in grocery retailers (Whole Foods Market and Sprouts Farmers Markets), through foodservice operators (Cava Mediterranean restaurants), and e-commerce and alternative retail channels (Amazon and QVC), its products blend culinary innovation with advanced technology, offering breakthrough products with wide moats. Its products are poised to disrupt global food and beverage categories, make a positive impact on the world, and provide investors with valuable opportunities in the growing sustainable food market.

This is the food that Gen Z is demanding and that Gen Alpha will grow up with: This is the future of food.

We seek Safe Harbor.