Ms. Alexandra Schilt reports

ELSE NUTRITION ANNOUNCES US$2 MILLION OFFERING OF UNITS PRICED AT-THE-MARKET

Else Nutrition Holdings Inc. has entered into an agreement with a single, health-care-focused institutional investor for the purchase and sale of 13,245,033 units of the company, which will be sold at an issue price of 15.1 U.S. cents per unit (the issue price) for aggregate gross proceeds of $2-million (U.S.). The offering is scheduled to close on, or shortly after, June 28, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The company plans to use the net proceeds from the offering to finance research and development, finance sales and marketing, acquire inventory, and for general corporate purposes.

Each unit will comprise one common share in the capital of the company and one common share purchase warrant. Each warrant will be exercisable immediately to acquire one common share at a price of 15.1 U.S. cents per common share and will expire five years after issuance.

In connection with the offering, the company plans to file a prospectus supplement to its short-form base shelf prospectus dated Nov. 10, 2023, with the securities commissions in each of the provinces of Canada, excluding Quebec.

The preliminary supplement and the base shelf prospectus contain important detailed information about the company and the proposed offering. Prospective investors should read the preliminary supplement, the base shelf prospectus and the other documents the company has filed before making an investment decision. Copies of the prospectus supplement, following filing thereof and the base shelf prospectus will be available on SEDAR+.

The company has also agreed, subject to the receipt of Toronto Stock Exchange approval, that certain existing warrants issued in June, 2022 (as amended in January of 2024), and November, 2023 (together, the amended warrants) to purchase, collectively, up to an aggregate of 15,857,142 common shares at an exercise price of 48.5 cents per common share, will be reduced so that the exercise price of such warrants will be 15.1 U.S. cents per common share, effective upon the closing of the offering or thereafter if required by the Toronto Stock Exchange. Additionally, the amended warrants shall expire five years from the closing of the offering. All other terms of these warrants shall remain the same.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings is a food and nutrition company in the international expansion stage focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formulas. Since launching its plant-based complete nutrition for toddlers, made of whole foods, almonds, buckwheat and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support and achieved rapid sales growth.

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