Mr. Pratap Sandhu reports

PANGEA NATURAL FOODS INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF SPECIAL WARRANTS FOR GROSS PROCEEDS OF UP TO $2,900,000

Pangea Natural Foods Inc. is undertaking a non-brokered private placement of up to 11.6 million special warrants of the company at a price of 25 cents per special warrant, for aggregate proceeds of up to $2.9-million.

Each special warrant will automatically convert without payment of any additional consideration into one unit on the date that is the earlier of: (i) the third business day after: (a) a receipt from the applicable securities regulatory authorities for a (final) short form prospectus; or b) the date of filing a prospectus supplement to a short form base shelf prospectus qualifying the distribution of the units issuable upon the conversion of the special warrants; and (ii) four months and one day after the issue date of the special warrants. No special warrants may be exercised by the holder thereof prior to the conversion date.

Each unit shall consist of one common share of the company and one common share purchase warrant. Each warrant shall entitle the holder thereof to acquire one share at a price of 25 cents per share for a period of 12 months following the date of issuance of the warrants.

The company may pay a finder's fee of up to 8 per cent of the gross proceeds of the offering and may issue to certain eligible finders non-transferable broker warrants equal to up to 8 per cent of the number of special warrants sold under the offering. Each broker warrant will entitle the holder to purchase one share at an exercise price of 25 cents per broker share for a period of 12 months from the date of issuance of the broker warrants.

The company intends to use the proceeds raised from the offering for working capital purposes. The offering is expected to close on or before May 9, 2025. The offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. Prior to the filing of the qualifying prospectus or prospectus supplement and the automatic conversion of the special warrants, all special warrants will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation. The broker warrants shall be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation. The special warrants and warrants will not be listed on any stock exchange or over-the-counter market. The offering is not subject to a minimum aggregate amount of subscriptions.

About Pangea Natural Foods Inc.

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

We seek Safe Harbor.