Mr. Pratap Sandhu reports

PANGEA NATURAL FOODS INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Pangea Natural Foods Inc. intends to complete a non-brokered private placement financing of up to 6,666,666 units of the company at a price of 15 cents per unit for aggregate gross proceeds of up to $999,999.90.

Each unit shall consist of one common share in the capital of the company and one-half of one share purchase warrant, whereby each whole share purchase warrant shall enable the holder thereof to purchase an additional share at an exercise price of 25 cents for a period of 24 months from the date of closing. The warrants will be subject to an accelerated expiry provision such that if the closing price of the shares is equal to or greater than 35 cents on any Canadian stock exchange for a period of 10 consecutive days, the company will have the right to accelerate the expiry date of the warrants by issuing a press release or other form of notice permitted by the certificate representing the warrants, announcing that the warrants will expire at 4:30 p.m. Vancouver time on a date that is not fewer than 30 days from the date notice is given.

Closing of the first tranche of the private placement is anticipated to occur on or about Nov. 7, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.

The net proceeds of the private placement are intended to be used for general working capital. The securities issued under the private placement will be subject to a statutory hold period in Canada expiring four months and one day from the closing date.

About Pangea Natural Foods Inc.

Pangea 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.