Mr. Maximilian Justus reports

GROUNDED PEOPLE ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Grounded People Apparel Inc. has closed its non-brokered private placement, previously announced on Oct. 11, 2024, for the issuance of 1.15 million units at a price of 57 cents per unit for gross proceeds of $655,500. Each unit consists of one common share and one transferable Share purchase warrant. Each warrant entitles the holder to purchase one share of the company for a period of five years from issuance at a price of 71 cents per share.

The company has also issued 11,500 shares of the company to Amalfi Corporate Services Ltd., in consideration for administrative services. Amalfi is a private company controlled by Geoff Balderson. Mr. Balderson serves as a director of the company.

Multilateral Instrument 61-101 disclosure

Amalfi is a private company controlled by Mr. Balderson, who is a director of the company, and an issuance of administrative fee shares to Amalfi is considered to be a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the issuance of the administrative shares issued to Amalfi will not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the expected closing of the private placement as closing occurred on an expedited basis.

The net proceeds from the private placement will be used for working capital and general corporate purposes of the company.

Pursuant to applicable securities laws, all securities issued under the private placement are subject to a statutory hold period until March 21, 2025.

About Grounded People Apparel Inc.

Based in Vancouver, B.C., Canada, Grounded People Apparel is an innovative apparel company focused on delivering high-quality products to its customers that are 100 per cent PeTA-approved vegan. The company is primarily engaged in the business of fair-trade, sustainable and earth-conscious fashion. The company's initial products, which launched in the fourth quarter of 2021, were its high-top and low-cut canvas sneakers, which are made from sustainable, ethically sourced and produced materials, and are manufactured by fair-trade workers, in a 100-per-cent-vegan manufacturing facility, which is located in Brazil.

In addition to its commitment to a fashion industry that reduces waste and environmental impacts, the company aims to create a meaningful positive impact on the world through its LACES campaign. The LACES campaign provides consumers an option to select a specific set of shoelaces to accompany their footwear purchase the colour of which is associated with one of the charities the company has committed to support, whereby all profits from the sale of shoelaces will be donated correspondingly.

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