Mr. Pratap Sandhu reports

PANGEA ENTERS INTO AGREEMENT TO ACQUIRE GLORY JUICE

Pangea Natural Foods Inc. has entered into a share exchange agreement dated April 21, 2023, with Glory Organic Juice Company Inc., Glory Juice Co. Vancouver Ltd. and the shareholders of Glory Juice. Pursuant to the agreement, the company will acquire all of the issued and outstanding shares of Glory Juice, and upon completion of the acquisition, each of the Glory Juice entities will become wholly owned subsidiaries of the company.

About Glory Juice

Glory Juice is in the business of developing and commercializing organic health food products. Glory Juice carefully crafts its juices with two to three pounds of fresh produce in every bottle, with no added sugars or preservatives. Glory Juice believes that what you put into your body matters, and the company's commitment to using only organic ingredients sourced from local farms reflects its dedication to quality and sustainability. Glory Juice supports local farmers with the goal of empowering its community and reducing environmentally harmful food miles. Glory Juice's commitment to sustainability goes beyond just using organic ingredients, as the company also focuses on upcycling waste, from seed pulp to fruit peels, to take steps to combat food miles.

Glory Juice's cold-pressed juicing method is the foundation of its business. Unlike centrifugal juicers that introduce heat and result in oxidation and loss of nutrients, Glory Juice's cold-pressed juicers focus on preserving the beneficial properties of every ounce of juice, allowing for easy assimilation of essential vitamins, minerals and nutrients for optimal health.

Glory Juice has been in operation for over nine years and has three retail locations in Vancouver -- Olympic Village, Yaletown and Coal Harbour. The company is proud of its roots and the passion that drives it to create organic, fresh and delicious juices, nut and seed mylks, ready-to-blend smoothies, and wellness shots. Glory Juice also offers franchising options, business-to-business partnerships with its wholesale partners, co-branding and white-label capabilities.

Glory Juice's mission is to nourish the body, mind and environment to allow its customers to live vibrant, healthy and sustainable lives.

Transaction terms

In consideration for the purchased shares, the company will issue an aggregate of six million common shares of the company to the vendors. The shares will be subject to contractual resale restrictions, pursuant to which 10 per cent of the shares will be released on the closing date of the acquisition, and 15 per cent of the shares will be released every six months thereafter.

Additionally, the company will cause the Glory Juice entities to repay outstanding loans owing to certain shareholders of Glory Juice in the aggregate amount of approximately $1.8-million, through the issuance of secured promissory notes by the Glory Juice entities, in favour of the loanholders. The promissory notes will be repayable in equal quarterly instalments over a 56-month period, with the first instalment payable on the closing date. The promissory notes will rank senior, secured by all of the assets and property of Glory Juice, subject to certain specific permitted encumbrances, pursuant to a general security agreement, and guaranteed by the company. There will also be a share pledge of the purchased shares in favour of the loanholders.

The acquisition is subject to customary closing conditions, as set out in the agreement, including obtaining the applicable third party, corporate and regulatory approvals.

About Pangea Natural Foods Inc.

Pangea Natural Foods is a food manufacturing company focused on manufacturing, co-packing and distributing high-quality, plant-based food products across North America.

We seek Safe Harbor.