Subject: For Immediate Release - NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
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File: Attachment 20250424_PNGA_Pratap_NR_FINAL.pdf
NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S.
NEWSWIRE SERVICES
NEWS RELEASE
PRATAPVIR SANDHU ANNOUNCES DECREASE IN HOLDINGS OF
PANGEA NATURAL FOODS INC.
Vancouver, British Columbia, April 24, 2025 Pratapvir Sandhu (the "Acquiror"), a director and
officer of Pangea Natural Foods Inc. (the "Issuer"), announces that he has filed an early warning
report (the "Early Warning Report") in connection with a change in his ownership and control
of common shares of the Issuer.
The requirement to file the Early Warning Report was triggered by two events:
Dilution Following a Treasury Issuance by the Issuer: The Issuer issued additional common
shares from treasury, increasing its issued and outstanding share capital from 14,372,007 to
28,172,007. This issuance resulted in the Acquiror's securityholding percentage falling below 10%
of the Issuer's outstanding common shares on a partially diluted basis. No early warning report
was filed at that time, as no securities were acquired or disposed of by the Acquiror.
Subsequent Disposition of Common Shares: Following the dilution, the Acquiror disposed of
an aggregate of 1,920,000 common shares of the Issuer, representing a further decrease in his
securityholdings (the "Transaction"). The common shares were sold pursuant to private sale
agreements at a price of $0.10 per share to arm's length purchasers, and consisted of:
dot 420,000 common shares held indirectly through a company controlled by the Acquiror;
and
dot 1,500,000 common shares held directly by the Acquiror.
Prior to the Transaction of the common shares the Acquiror beneficially owned or exercised
control or direction over 2,347,751 common shares of the Issuer (including 166,667 stock options),
representing approximately 8.87% of the Issuer's then-outstanding common shares on a partially
diluted basis.
Following the Transaction, the Acquiror beneficially owns or exercises control or direction over
427,084 common shares of the Issuer (consisting of 427,084 shares held directly and 166,667 stock
options), representing approximately 1.51% of the Issuer's outstanding common shares on a
partially diluted basis.
The securities were disposed of for investment purposes. The Acquiror may, depending on market
and other conditions, increase or decrease his beneficial ownership of or control or direction over
the Issuer's securities through market transactions, private agreements, treasury issuances, or
otherwise.
The Acquiror may in the future acquire or dispose of securities of the Issuer, through the market,
privately or otherwise, depending on market conditions or other relevant factors.
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An early warning report will be filed under the Company's profile on SEDAR+ and will be
available at www.sedarplus.ca.
Additional Information
A copy of the applicable securities report filed in connection with the matters set forth above may
be obtained by contacting: Pratapvir Sandhu, 12181 New McLellan Road, Surrey, British
Columbia, V3X 2X8, Tel: (604) 765-8069.
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