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Eat Well Investment Group Inc
Symbol EWG
Shares Issued 172,989,672
Close 2026-10-06 C$ 0.08
Market Cap C$ 13,839,174
Recent Sedar+ Documents

Eat Well to settle $45M debt with share issuances

2026-10-06 20:25 ET - News Release

Mr. Daniel Brody reports

EAT WELL GROUP ANNOUNCES INTENTION TO SETTLE APPROXIMATELY $45 MILLION RECORDED NPI OBLIGATION AND ACCRUED COMPENSATION THROUGH SHARE ISSUANCES

Eat Well Investment Group Inc. has entered into a settlement and release agreement dated as of Sept. 25, 2026, with certain current and former officers, directors, and service providers of the company and the registered and beneficial holder of the company's net profit interest shares, pursuant to which the company intends to settle approximately $45-million of recorded obligations. On closing of the settlement, the company's $41,620,369 recorded obligation to issue shares on redemption of all outstanding net profit interest shares will be discharged in full, and $3,341,739 of accrued compensation owing to the settling parties will be settled.

The NPI shares were issued in 2021 by 1325243 B.C. Unlimited Liability Company, a wholly owned subsidiary of the company, to Novel Agri-Technologies Inc. in connection with the company's acquisition of Belle Pulses Ltd. and related businesses, and were held of record by Kaha Foods LLC. The NPI shares were redeemable at the holder's option for up to 65,031,826 common shares of the company, had no expiry and were carried in the company's audited consolidated financial statements as a recorded obligation to issue shares of $41,620,369. Pursuant to the settlement agreement, the holder will surrender all 65,031,826 NPI shares to the ULC for cancellation, and the ULC will in return cancel them, in consideration for the issuance by the company of an aggregate of five million common shares to the holder at a deemed price of 10 cents per share. On closing of the settlement, the recorded NPI obligation will be extinguished and removed from the company's balance sheet.

In addition, certain current and former officers, directors, and service providers of the company each owed accrued compensation, fees or severance dating back to Jan. 1, 2023, have agreed to settle their balances for consideration equal to 10 per cent of the amount owed, to be paid as 3 per cent in cash and 7 per cent in common shares at the deemed price of 10 cents per share. In aggregate, $3,341,739 of accrued compensation, fees and related claims, based on the balances recorded in the company's accounts at June 30, 2026, will be settled for $100,252 in cash and 2,339,218 common shares. The cash portion is payable on or before Dec. 31, 2026.

Every settling party has accepted identical terms, including Daniel Brody, the company's president and chief executive officer, who has agreed to settle an amount owed of $439,767 on the same basis. Mr. Brody has personally guaranteed payment of the cash consideration to each settling party by the payment deadline. Loans made to the company by settling parties, and interest on them, are not part of the settlement and remain outstanding on their existing terms.

"I speak with investors, shareholders, investment banks and institutions every day, and they all tell me the same thing: clean up your payables and simplify your share structure. With this settlement, we intend to do exactly that. On closing, we will have taken 65,031,826 common shares of potential dilution off the table for approximately five million shares issued, and we will have removed $45-million of recorded obligations from the balance sheet for $100,252 in cash," said Mr. Brody, president and chief executive officer. "Every settling party, myself included, has agreed to accept 10 cents on the dollar to give this company the best possible shot at becoming a world-class agribusiness. The obligations to be resolved by this settlement are among the last structural barriers to financing the company's growth capital program."

Following the issuance of 7,339,218 common shares under the settlement agreement, the company will have approximately 186,000,366 common shares outstanding, compared with a potential 243,692,974, had the NPI shares been redeemed in full. All common shares issued under the settlement agreement are subject to a statutory hold period of four months and the policies of the Canadian Securities Exchange.

Certain settling parties are related parties of the company. Mr. Brody, president, chief executive officer and a director, has agreed to settle $439,767 of accrued compensation for $13,193 in cash and 307,837 common shares. Nick Grafton, a director, has agreed to settle $390,000 for $11,700 in cash and 273,000 common shares. Patrick Dunn, a director and the company's chief financial officer, has agreed to settle $1,117,141 for $33,514 in cash and 781,999 common shares, and Dunn, Pariser & Peyrot, a corporation controlled by Mr. Dunn, has agreed to settle $646,118 for $19,384 in cash and 452,283 common shares. Mr. Dunn is also an authorized signatory of, and holds a beneficial interest in, Kaha Foods LLC, the registered holder of the NPI shares, to which the five million NPI settlement shares will be issued on closing. Mr. Dunn disclosed his interests to the board, and the settlement agreement was reviewed and recommended by a special committee of independent directors before approval by the full board. The issuance of common shares to the insiders in connection with the settlement will constitute a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 on the basis that the participation in the settlement by the insiders does not exceed 25 per cent of the fair market value of the company's market capitalization.

In connection with the settlement and effective on the closing of the settlement, Mr. Dunn will resign as a director and as chief financial officer of the company. The board intends to appoint a successor chief financial officer.

About Eat Well Investment Group Inc.

Eat Well is a publicly traded Canadian agricultural and food infrastructure company. The company operates pulse processing facilities in Saskatchewan and Montana, serving food ingredient and consumer markets across North America and internationally.

We seek Safe Harbor.

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