Mr. Braelyn Davis reports

PLANET BASED FOODS ANNOUNCES STRATEGIC REORGANIZATION

Planet Based Foods Global Inc. has entered into a share purchase agreement with its wholly owned subsidiary, Planet Based Foods Inc. (Subco), a private California-based company, and Braelyn Davis (chief executive officer and director), Robert Davis (chief information officer) and Ted Cash (chief financial officer and director), pursuant to which the company will transfer all of the issued and outstanding shares of Subco to the purchasers in exchange for the surrender by the purchasers of all of the securities of the company held by them. As a result, an aggregate of 800,000 multiple voting shares and 600,000 subordinate voting shares in the capital of the company will be returned to treasury and cancelled.

In connection with the closing of the share purchase agreement, the company and Subco have agreed to enter into an intellectual property assignment agreement, pursuant to which Subco will transfer to the company all of its intellectual property, including certain proprietary recipes and trademarks, in exchange for the forgiveness of approximately $5.5-million in intercompany debt. The company will also grant Subco an exclusive licence for the use of the intellectual property within the United States, in exchange for a royalty on the revenues derived from Subco's use of the same.

The company intends to obtain securityholder approval of the transaction by way of consent resolution in accordance with Subsection 4.6(1)(b) of the Canadian Securities Exchange's Policy 4 (Corporate Governance Securityholder Approvals and Miscellaneous Provisions). Completion of the transaction is subject to, among other things, the satisfaction or waiver of certain closing conditions set forth in the agreement. On closing of the transaction, it is expected that Braelyn Davis, James Harris and Gregory Maselli will resign from the board of directors of the company, and Braelyn Davis and Robert Davis will step down from their positions as chief executive officer and chief innovation officer, respectively.

The transaction is expected to mark a significant step forward in the company's strategic development. Subject to the satisfaction of all conditions precedent, the transaction is expected to close in April, 2025. A copy of the share purchase agreement will be available under the company's profile on SEDAR+.

Multilateral Instrument 61-101 considerations

The transaction constitutes a related-party transaction for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as Subco and the purchasers are each a related party for purposes of MI 61-101. In accordance with MI 61-101, absent an exemption, MI 61-101 would require the company to obtain a formal and majority of the minority shareholder approval to proceed with the transaction. The company is relying on the exemption in Section 5.5(b) of MI 61-101, in that its shares are not listed on the specified markets, and, accordingly, it is exempt from the valuation requirement under MI 61-101. Furthermore, the company is relying on the exemption in Section 5.7(1)(c) of MI 61-101 in that the transaction is supported by an arm's-length control person (as the term is defined in MI 61-101) and, accordingly, is exempt from disinterested shareholder approval.

About Planet Based Foods Global Inc.

The company is a producer of sustainable plant-based food alternatives. The company was founded in 2018 in San Diego, Calif., with a mission to build a better food system by providing hemp-formulated superfood products to people today that support the planet tomorrow. All of the company's products are 100 per cent vegan. The company creates clean, non-genetically modified, nutrient-dense food built for the future: the first line of plant-based foods with sustainable hemp as the No. 1 ingredient. Founded by former nutrition coach and cannabis marketer Braelyn Davis, food scientist and plant-based pioneer Robert Davis, and restaurant industry veteran Ted Cash, the company aims to establish hemp as a nutrient-dense protein source to feed the world sustainably for generations to come. The company's suite of products includes its new consumer line of nutritious frozen foods, plant-based food ingredients and hand-held comfort foods for food service and restaurants.

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