Ms. Hamutal Yitzhak reports

ELSE ANNOUNCES FINANCING FOR PROCEEDS OF UP TO US$1.2 MILLION

Else Nutrition Holdings Inc. has entered into a non-binding term sheet with Lind Global Fund II LP, an entity managed by The Lind Partners LLC, a New York-based institutional fund manager, pursuant to which the parties expect to enter into an amended and restated convertible security funding agreement for additional funding proceeds of $1.2-million (U.S.).

The amended agreement will amend a convertible security funding agreement dated Dec. 18, 2022. The company and Lind expect that the proposed $1.2-million (U.S.) new funding pursuant to the amended agreement will be completed in four tranches with the initial $300,000 (U.S.) to be funded by Lind upon closing, followed by three additional tranches on April 1, 2025, July 1, 2025, and Oct. 1, 2025. The company will issue convertible securities to Lind with a face value of $375,000 (U.S.) for each tranche. Each convertible security will have a 24-month maturity date and will be convertible into common shares of the company after completion of a 120-day lockup period. Lind will be able to convert one/20th of the face value of each convertible security each month at a conversion price equal to 80 per cent of the five-day volume weighted average price of the shares immediately prior to each conversion, subject to a right to increase conversions in certain circumstances. The outstanding face value of the convertible securities, after 180 days, will be repayable in cash at the discretion of the company, with a 5-per-cent premium. Should the company exercise its buyback right, Lind would have the option to convert up to 33.3 per cent of the face value of the convertible securities into shares.

Pursuant to the terms of the amended agreement, the company will also issue detached warrants to Lind to purchase shares in connection with the new funding. The number of warrants will be calculated as 100 per cent of the amount of the funding divided by the VWAP (volume-weighted average price) per share during the 20 consecutive trading days immediately before the initial closing date. The warrants will be exercisable for 48 months from the date of issuance with an exercise price equal to 100 per cent of the five-day VWAP immediately prior to the closing date.

The company expects to use the proceeds for general working capital. The transactions described above are subject to negotiation and execution of the definitive amended agreement and the approval of the Toronto Stock Exchange (TSX). Shares issued pursuant to any conversions would be issued under TSX private placement rules and would be subject to four-month-and-one-day statutory hold period following closing and would be subject to restrictions under applicable Canadian and United States securities laws.

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 whole 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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