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Eat Well Investment Group Inc
Symbol EWG
Shares Issued 178,661,148
Close 2026-10-27 C$ 0.075
Market Cap C$ 13,399,586
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Eat Well settles $45M in obligations with shares

2026-10-28 18:02 ET - News Release

Mr. Daniel Brody reports

EAT WELL GROUP ANNOUNCES SETTLEMENT OF APPROXIMATELY $45 MILLION RECORDED NPI OBLIGATION AND ACCRUED COMPENSATION THROUGH SHARE ISSUANCES

Further to Eat Well Investment Group Inc.'s news release dated Oct. 6, 2026, and a settlement and release agreement dated as of Sept. 25, 2026, the company has closed the settlement of approximately $45-million of recorded obligations through the issuance of an aggregate of 7,339,218 common shares, comprising of: (a) five million common shares of the company issued at a deemed price of 10 cents per share (the NPI settlement shares) to Kaha Foods LLC, the registered and beneficial holder of the company's net profits interest shares, in settlement of the company's recorded obligation to issue shares of $41,620,369 (the recorded NPI obligation); and (b) 2,339,218 common shares issued at a deemed price of 10 cents per share to certain current and former officers, directors, and service providers of the company (the settling parties) who were each owed accrued compensation, fees or severance dating back to Jan. 1, 2023, in settlement of $3,341,739 of accrued compensation, fees and related claims based on the balances recorded in the company's accounts at June 30, 2026. As part of the settlement of the compensation debt, the company has also agreed to pay the settling parties $100,252 in cash. On closing of the settlement, all of the net profits interest shares were cancelled and the recorded NPI obligation was extinguished.

Each of the 7,339,218 common shares issued under the settlement agreement is subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange.

Certain settling parties are related parties of the company. Daniel Brody, president, chief executive officer and a director, settled $439,767 of accrued compensation for $13,193 in cash and 307,837 common shares. Nick Grafton, a director, settled $390,000 for $11,700 in cash and 273,000 common shares. Patrick Dunn, a former director and the company's former chief financial officer, settled $1,117,141 for $33,514 in cash and 781,999 common shares, and Dunn, Pariser & Peyrot, a corporation controlled by Mr. Dunn, settled $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, to which the NPI settlement shares were issued. The issuance of common shares to the insiders and Kaha Foods in connection with the settlement constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relied 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 did not exceed 25 per cent of the fair market value of the company's market capitalization.

About Eat Well Investment Group Inc.

Eat Well Investment Group 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.

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