Mrs. Hamutal Yitzhak reports

ELSE NUTRITION ANNOUNCES CLOSING OF US$2 MILLION OFFERING OF UNITS

Else Nutrition Holdings Inc. has closed its previously announced offering of units of the company. Pursuant to the offering, the company issued a total of 13,245,033 units at a price of 15.1 U.S. cents per unit for gross proceeds of $2-million (U.S.).

Each unit comprises one common share in the capital of the company and one common share purchase warrant. Each warrant is exercisable to acquire one common share at a price of 15.1 U.S. cents until July 5, 2029.

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.

In connection with the offering, the company paid a cash fee of $140,000 (U.S.) and issued 927,152 common share purchase warrants to an arm's-length adviser of the company. The warrants issued to the adviser are exercisable to acquire one common share at a price of 15.1 U.S. cents until July 5, 2029.

In connection with the offering, the company filed an amended and restated prospectus supplement, amending and restating the prospectus supplement dated June 28, 2024, to its short-form base shelf prospectus dated Nov. 10, 2023, with the securities commissions in each of the provinces of Canada, excluding Quebec. Copies of the supplement and the base shelf prospectus are available on SEDAR+.

As previously announced on June 26, 2024, the company will amend certain existing warrants issued in June, 2022 (as amended in January, 2024) and November, 2023, to purchase, collectively, up to an aggregate of 15,857,142 common shares. The exercise price of the amended warrants will be reduced from 48.5 cents to 15.1 U.S. cents per common share, and the expiry date of the amended warrants will be extended from Nov. 21, 2028, to July 5, 2029. All other terms of the amended warrants shall remain the same. The effective date of the amendments to the amended warrants will be July 12, 2024.

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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