Mr. Pratap Sandhu reports

PANGEA CLOSES NON-BROKERED SPECIAL WARRANT AND UNIT PRIVATE PLACEMENT

Further to the news release dated April 15, 2025, Pangea Natural Foods Inc. has closed a non-brokered private placement of 11,485,000 special warrants of the company at a price of 25 cents per special warrant for aggregate gross proceeds of $2,871,250 and 100,000 units of the company at a price of 25 cents per unit for aggregate gross proceeds of $25,000.

Each unit is composed of one common share of the company and one share purchase warrant of the company, with each warrant exercisable into one share at an exercise price of 25 cents for one year from the date of issuance.

Each special warrant will automatically convert, for no additional consideration, into one unit on the date that is the earlier of: (i) the third business day after: (a) a receipt for a final prospectus; or (b) the date of filing a prospectus supplement to a short form base shelf prospectus qualifying the distribution of the shares and warrants issuable upon the conversion of the special warrants; and (ii) four months and one day after the issue date of the special warrants.

In connection with the offering, the company has paid finders' fees totalling $131,050 and issued an aggregate of 524,200 non-transferable broker warrants to arm's-length parties. Each broker warrant entitles the holder to purchase one share at an exercise price of 25 cents per share for a period of one year from the date of closing.

The company intends to use the proceeds raised from the offering for working capital purposes. Prior to the receipt of a final prospectus or the filing of a prospectus supplement, the special warrants and the securities issuable upon conversion of the special warrants are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation. The units issued today and the broker warrants are 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.

An insider of the company purchased 200,000 special warrants for gross proceeds of $50,000. The issuance of special warrants to an insider is a considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

About Pangea Natural Foods Inc.

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

We seek Safe Harbor.