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Pangea Natural Foods Inc
Symbol	PNGA
Shares Issued	36,948,334
Close 2023-10-30	C$ 0.135
Market Cap	C$ 4,988,025
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Pangea arranges $999,999 private placement

2023-10-30 19:39 ET - News Release

Subject: Pangea Natural Foods Inc. ("Pangea" or the "Comp any") (CSE: PNGA) - News release for Immediate Relea se PDF Document File: Attachment 20231030_PNGA_NR_Announces Non-Brokered Private Placement.pdf // NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES // Pangea Natural Foods Inc. Announces Non-Brokered Private Placement October 30, 2023 - Vancouver, British Columbia, - Pangea Natural Foods Inc. ("Pangea" or the "Company") (CSE: PNGA), a manufacturer and co-packer of health food products, announces that it intends to complete a non-brokered private placement financing (the "Private Placement") of up to 6,666,666 units of the Company ("Units") at a price of $0.15 per Unit for aggregate gross proceeds of up to $999,999.90. Each Unit shall consist of one (1) common share in the capital of the Company ("Share") and one-half (1/2) of one (1) Share purchase warrant, whereby each whole share purchase warrant ("Warrant") shall enable the holder thereof to purchase an additional Share at an exercise price of $0.25 for a period of 24 months from the date of closing (the "Closing Date"). 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 $0.35 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 less 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 November 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. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. About Pangea Natural Foods Inc. Pangea Natural Foods Inc. is a food manufacturing company focused on manufacturing, co-packing and distributing high-quality plant-based food products across North America. On Behalf of the Board of Directors "Pratap Sandhu" Pratap Sandhu CEO, Corporate Secretary and Director For further information, please visit the Company's website at www.pangeafood.com or contact: Pangea Natural Foods Inc. Pratap Sandhu, Chief Executive Officer Telephone: +1 (604) 765-8069 Email: pratap@pangeafood.com Media contact: media@pangeafood.com Forward-Looking Information This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the closing of the Private Placement, the receipt of all necessary regulatory and other approvals, and the expected use of proceeds from the Private Placement. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, the ability of the Company to raise the anticipated proceeds under the Private Placement, the closing of the Private Placement, and the receipt of all necessary regulatory and other approvals. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward- looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor. The CSE has neither approved nor disapproved the information contained herein.