Mr. Pratap Sandhu reports

PANGEA NATURAL FOODS INC. CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Pangea Natural Foods Inc., further to its news release of Oct. 30, 2023, which announced a private placement offering of units of the company of up to $999,999.90, has closed the first tranche of a non-brokered private placement for aggregate gross proceeds of $245,549.70.

The company issued 1,636,998 units at a price of 15 cents per unit. Each unit consists 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 are 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 trading days, the company will have the right to accelerate the expiry date of the warrants by issuing a news 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.

The net proceeds of the issuance of the shares are intended to be used for general working capital. The securities issued under the first tranche private placement will be subject to a statutory hold period in Canada expiring March 8, 2024.

The offering remains expected to close on or about Dec. 9, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.

No finders' fees were paid in connection with the first tranche private placement.

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.