Mr. Pratap Sandhu reports

PANGEA ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE AMINO INNOVATIONS

Pangea Natural Foods Inc. has entered into a definitive share purchase agreement with Amino Innovations Corp. on March 21, 2025, pursuant to which the company will acquire 100 per cent of the shares of Amino.

Amino is a newly formed company dedicated to advancing health and wellness by providing consumers with innovative peptide therapies through effective and accessible delivery systems. Amino's product line includes peptide formulations for stress management, gut health, longevity, hair health, skin repair and sleep health, among others. Amino intends to develop delivery systems such the at it becomes the world's first needleless peptide company.

Transaction overview

Pursuant to the acquisition, Pangea will acquire 100 per cent of the shares of Amino in exchange for the issuance of an aggregate of 12 million common shares of Pangea at a deemed price of 20 cents per share. Certain members of Amino's management will continue to manage the operations of Amino.

The consideration shares will be issued under prospectus exemptions pursuant to National Instrument 45-106 and will be subject to contractual restrictions on transfer. The consideration shares will be released in accordance with the following schedule:

1. 20 per cent of the consideration shares on the date that is 12 months following closing of the acquisition;
2. 20 per cent of the consideration shares on the date that is 18 months following the closing date;
3. 20 per cent of the consideration shares on the date that is 24 months following the closing date;
4. 20 per cent of the consideration shares on the date that is 30 months following the closing date;
5. 20 per cent of the consideration shares on the date that is 36 months following the closing date.

In the event that Amino achieves $2-million in revenue within the first 12 months following the closing date, an additional 20 per cetn of the consideration shares will be released from escrow. In addition, in the event the company undergoes a change of control or reallocates Amino's capital without the written approval of Amino's management, all remaining consideration shares will be released from escrow.

A 15-per-cent finder's fee will be paid in Pangea shares to arm's-length parties in relation to the transaction, all in accordance with the policies of the Canadian Securities Exchange.

"We have spent considerable time reviewing opportunities and products that organically extend our product offering in natural and health foods and supplements. We narrowed our focus to high-growth, high-quality options that promote health and longevity; Amino is developing exactly that. Over the coming months, we will be sharing samples with consumers ahead of formal product launches later this year," said Pratap Sandhu, chief executive officer of Pangea.

The acquisition remains subject to certain closing conditions, including, without limitation, the receipt of all required regulatory and third party 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 and health products across North America.

We seek Safe Harbor.