Ms. Hamutal Yitzhak reports

ELSE ANNOUNCES CLOSING OF US$300,000 PRIVATE PLACEMENT

Further to its news release dated Jan. 23, 2025, Else Nutrition Holdings Inc. has closed a third tranche of a private placement pursuant to an amended and restated convertible security financing agreement with Lind Global Fund II LP, an entity managed by The Lind Partners LLC, a New York-based institutional fund manager, for proceeds of $300,000 (U.S.).

Pursuant to the closing, the company issued a convertible security with a two-year term and a face value of $375,000 (U.S.) and 62,165,217 common share purchase warrants exercisable into common shares in the capital of the company for a period of 48 months from the date of issuance at an exercise price of 2.01 cents per share. Pursuant to the financing agreement, the face value of the third convertible security may be increased by an additional $375,000 (U.S.) for further proceeds of $300,000 (U.S.) on or before April 1, 2025.

The third convertible security has a 24-month maturity date and will be convertible into shares after completion of a 120-day lockup period. Lind will be able to convert one-20th of the face value each month at a conversion price equal to the greater of: (i) 80 per cent of the five-day volume-weighted average price of the shares immediately prior to each conversion; and (ii) the five-day volume weighted average price of the shares less the maximum allowable discount pursuant to Section 607(e) of the Toronto Stock Exchange company manual, applicable at the time of conversion, subject to a right to increase conversions in certain circumstances. The outstanding face value of the second convertible security, after 180 days, may be repaid in cash at the discretion of the company, with a 5-per-cent premium (the buyback right). 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 second convertible security into shares.

Under the terms of the financing agreement, the company has the right to draw a further $300,000 on or before July 1, 2024, in exchange for the issuance of an additional convertible security with a face value of $375,000 (U.S.) (the fourth convertible security) with substantially the same terms as the third convertible security, which fourth convertible security, if issued, may be increased by $375,000 (U.S.) for further proceeds of $300,000 (U.S.) on or before Oct. 1, 2025. No warrants would be issued in connection with the fourth convertible security.

The proceeds from the issuance of the third convertible security and the fourth convertible security, if issued, will be applied to general working capital.

The company has obtained approval of the TSX for the transactions described above. Shares issued pursuant to any conversions would be issued under TSX private placement rules and would not be freely tradable for four months and one day 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 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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