Mr. Billy Hogan reports

NEPRA FOODS EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE IDAHO BEVERAGE MANUFACTURING BUSINESS

Nepra Foods Inc. has executed a definitive asset purchase agreement to acquire substantially all of the operating assets of Tsceminicum Bottling Company, a bottled water manufacturing and co-packing business located in Lewiston, Idaho. The asset purchase agreement is scheduled to become effective on July 31, 2026. The proposed acquisition remains subject to Canadian Securities Exchange approval, completion of applicable regulatory and permitting requirements, and satisfaction or waiver of customary closing conditions. The proposed acquisition constitutes an arm's-length transaction between Nepra and the sellers.

The transaction represents a significant milestone in the execution of Nepra's long-term growth strategy by expanding the company's domestic manufacturing platform and establishing a presence in the beverage sector. Upon closing, the acquisition is expected to diversify Nepra's operating business beyond ingredient sales and product development while creating additional opportunities for long-term commercial growth.

Executing the next phase of growth

Over the past year, Nepra has communicated a strategy centered on building a more diversified operating business through disciplined investment in domestic manufacturing and scalable commercial capabilities. The execution of this definitive agreement reflects the company's continued progress in delivering on that strategy.

Upon closing, the acquisition is expected to add an established operating business with existing commercial activity, providing Nepra with a new platform for growth in the beverage industry while complementing its existing ingredient sales, product development and branded consumer businesses.

Management believes this expansion strengthens the company's operating foundation and positions Nepra to pursue new customer relationships, broaden its commercial reach, and participate in additional food and beverage categories over time.

A well-positioned manufacturing location

Located in Lewiston, Idaho, the operation benefits from access to highway, rail and the Columbia-Snake River transportation system, providing multiple transportation options for inbound materials and outbound finished products. Transportation represents a significant component of beverage logistics, the company believes Lewiston's multimodal shipping access provides a meaningful operational advantage for regional manufacturing and distribution as the business continues to grow.

Transaction highlights:

• Definitive asset purchase agreement executed;
• Advances the company's strategy of building a more diversified operating business;
• Purchase price of $1.5-million (U.S.), plus 1.5 million common shares of Nepra, subject to Canadian Securities Exchange approval and applicable securities laws. The cash consideration includes $250,000 (U.S.), with the balance financed through a seller promissory note. The agreement also includes contingent earn-out and royalty provisions;
• Transaction remains subject to regulatory approvals and customary closing conditions.

Billy Hogan, chief executive officer of Nepra Foods, commented: "Executing this definitive agreement demonstrates that our team has delivered on the strategy we communicated to shareholders. Our focus will be on growing the business, expanding customer relationships and continuing to build a diversified portfolio. We also sincerely appreciate Richard Keane's collaboration throughout this process."

Looking ahead

With the agreement executed, Nepra is focused on obtaining the remaining regulatory approvals and satisfying the conditions required to complete the acquisition. Following closing, the company intends to integrate the business into its existing operations while pursuing additional commercial opportunities that support long-term growth and strengthen its position within the broader food and beverage industry.

Nepra would like to recognize Richard Keane for the entrepreneurial vision and dedication that transformed the Lewiston operation into the business it is today. Throughout this process, Mr. Keane has approached the transaction with a shared commitment to building a successful future for the business, its customers and the community. The company appreciates his partnership and looks forward to working together during the transition.

About Nepra Foods Inc.

Nepra Foods is a vertically integrated food and beverage company focused on specialty ingredients, functional nutrition and scalable wellness infrastructure. Through a portfolio of proprietary products, manufacturing capabilities and strategic partnerships, the company develops and supports consumer brands across multiple health and wellness categories. Nepra is pursuing a vertical integration strategy designed to expand operational capabilities, diversify revenue streams and support long-term growth.

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