File: '\\swfile\EmailIn\20250523 160341 Attachment Pangea - News Release Announcing Closing of Special Warrant Financing.docx'

LEGAL_46778574.2

Pangea Natural Foods Inc. Closes Non-Brokered Special Warrant and Unit Private Placement

Not for Distribution to United States Newswire Services or for Dissemination in the United States.

VANCOUVER, BC, May 23, 2025 / -- Pangea Natural Foods Inc. (the 'Company' or 'Pangea') (CSE: PNGA) (OTCQB: PNGAF) a manufacturer and co-packer of health food products, supplements and peptide products, pleased to announce that, further to its news release dated April 15, 2025, it has closed a non-brokered private placement of 11,485,000 special warrants of the Company (each, a "Special Warrant") at a price of $0.25 per Special Warrant, for aggregate gross proceeds of $2,871,250 and 100,000 units of the Company (each, a "Unit") at a price of $0.25 per Unit, for aggregate gross proceeds of $25,000 (the "Offering").

Each Unit is comprised of one common share of the Company (each, a "Share") and one Share purchase warrant (each a "Warrant") of the Company, with each Warrant exercisable into one Share at an exercise price of $0.25 for one (1) year from the date of issuance.

Each Special Warrant will automatically convert, for no additional consideration, into one Unit on the date (the "Conversion 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 (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) 4 months and one day after the issue date of the Special Warrants.

In connection with the Offering, the Company has paid finder's fees totalling $131,050 and issued an aggregate of 524,200 non-transferable broker warrants (the "Broker Warrants") to arm's-length parties. Each Broker Warrant entitles the holder to purchase one Share at an exercise price of $0.25 per Share for a period of one (1) 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.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

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 ("MI 61-101"). 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% of the Company's market capitalization.

About Pangea Natural Foods Inc.

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

On Behalf of the Board of Directors

"Pratap Sandhu"

Pratap Sandhu

CEO, Corporate Secretary and Director

For further information, please visit the Company's website at www.pangeafood.com or contact:

Pangea Natural Foods Inc.

Pratap Sandhu, Chief Executive Officer

Telephone: +1 (604) 765-8069

Email: pratap@pangeafood.com

Media contact: media@pangeafood.com

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, this news release contains forward-looking statements and information relating to the closing of the Offering, receipt of approval for the Offering, including the approval of the CSE and the use of proceeds. The forward-looking statements and information are based on certain key expectations and assumptions made by the management of the Company. As a result, there can be no assurance that the proposed Acquisition or related matters will be completed as proposed or at all. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to complete the Offering as currently proposed or at all, the ability of the Company to obtain sufficient financing to fund its business activities and plans, and the Company's ability to obtain the applicable regulatory approvals of the Offering. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in the financial markets and changes in laws, regulations and policies affecting the Company's operations and the Company's limited operating history. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

SOURCE Pangea Natural Foods Inc.