Mr. Martino Ciambrelli reports

VANTA ANNOUNCES EXCLUSIVE GLOBAL BRAND PARTNERSHIP AND WORLDWIDE DISTRIBUTION AGREEMENT FOR PICKELBALL PIXELS (PBX) BRANDED PRODUCTS POWERED BY VANTA BLACKWATER FEATURING PATENTED FULVIC ISOLATION TECHNOLOGY

Vanta Holdings Inc.'s wholly owned subsidiary, Naturo Group Enterprises Inc., has entered into a brand partnership and master distribution agreement with Animal Spirits Ltd., a Hong Kong-based, arm's-length company doing business as PickelBall Pixels. The agreement establishes a global commercial framework for the development, commercialization, manufacturing, marketing, distribution and sale of PBX branded premium hydration and longevity-focused beverages and nutraceutical products featuring Vanta Blackwater formulations and the powered by Vanta Blackwater designation.

Under the agreement, PBX will serve as the consumer-facing brand while Vanta will serve as the exclusive manufacturer and supplier of PBX branded premium hydration and longevity-focused beverages and nutraceutical products incorporating Vanta Blackwater's proprietary formulations and marketed under the powered by Vanta Blackwater designation.

Transforming Vanta's commercialization platform

Management believes the agreement represents an important evolution of Vanta's commercialization strategy by positioning the company not only as a consumer-facing consumer health science and longevity brand, but also as a formulation, manufacturing and strategic commercialization partner supporting third party consumer brands through Vanta's proprietary formulations, manufacturing platform and powered by Vanta Blackwater ingredient branding.

The agreement establishes a global framework through which the parties intend to pursue opportunities across sports, fitness, health and wellness, lifestyle, retail, e-commerce, gaming, educational institutions, sporting events, hospitality, vending, and other consumer distribution channels.

By combining Vanta's proprietary Blackwater formulations featuring patented Fulvic isolation technology, vertically integrated manufacturing infrastructure, ownership of a premium natural alkaline spring water aquifer, and its 40,000-square-foot Health Canada and HACCP-certified manufacturing facility with PBX's consumer brand development, marketing and international distribution capabilities, management believes the parties are well positioned to pursue commercialization opportunities across multiple consumer product categories and geographic markets.

Fulvic isolation technology is a proprietary physical extraction and purification process designed to isolate highly bioactive fulvic and humic compounds while preserving their naturally occurring characteristics.

Positioned to capitalize on the rapidly growing pickleball market

Management believes pickleball represents one of the fastest-growing sports globally and an attractive consumer category for consumer health science and longevity products. Pickleball has been the fastest-growing sport in the United States for four consecutive years, with participation increasing by approximately 311 per cent over the past three years to an estimated 19.8 million Americans in 2024.

As participation continues to expand across recreational, amateur and professional levels, management believes demand for premium beverage and nutraceutical products designed to support active lifestyles, performance, recovery and overall wellness will continue to grow. The sport's combination of sustained physical activity, tournament participation and strong community engagement creates an attractive commercial platform for consumer health science and longevity-focused products.

Through PBX's consumer-facing brand, the parties intend to develop and commercialize a portfolio of consumer health sciences, premium hydration, and longevity-focused beverage and nutraceutical products specifically designed for the rapidly growing pickleball community. PBX branded products are expected to leverage Vanta Blackwater's proprietary formulations featuring patented Fulvic isolation technology, together with the company's premium natural alkaline spring water source, to support hydration, mineral replenishment and everyday wellness while benefiting from PBX's established brand identity, marketing initiatives and distribution capabilities.

Management believes the combination of Vanta's proprietary formulations, vertically integrated manufacturing infrastructure and commercialization capabilities with PBX's growing presence within the pickleball ecosystem positions the parties to capitalize on one of the fastest-growing participation sports and consumer lifestyle categories in North America and internationally.

Expansion of previously announced relationship

As previously disclosed in the company's news release dated Oct. 31, 2024, Naturo Group entered into a master distribution agreement with Animal Spirits, pursuant to which Animal Spirits obtained regional distribution rights for the company's hydration and wellness product portfolio across Asia, including India and the Middle East, together with certain distribution rights in the United States.

Since establishing that relationship, the parties have identified broader opportunities extending beyond traditional product distribution, including global branded product development, international commercialization initiatives, consumer brand expansion and strategic manufacturing partnerships.

The agreement supersedes and replaces the parties' previously disclosed distribution arrangement, representing an important evolution of the relationship from a regional distribution framework into a comprehensive global brand partnership. The agreement establishes a broader global commercial framework governing the development, branding, manufacturing, commercialization, marketing, distribution and sale of PBX branded products powered by Vanta Blackwater.

"This agreement marks an important evolution of our relationship with Animal Spirits," said Martino Ciambrelli, director of Vanta Holdings. "By combining Vanta's proprietary formulations and vertically integrated manufacturing platform with PBX's brand development and international distribution capabilities, we believe we have established a scalable commercialization platform for premium consumer health sciences and longevity-focused products that supports the continued growth of both the Vanta and PBX brands."

Terms of the agreement

Under the agreement, Animal Spirits retains ownership and control of the PBX brand, and has been granted exclusive worldwide distribution rights for PBX branded products incorporating Vanta Blackwater formulations and marketed under the powered by Vanta Blackwater designation, while Naturo Group has been appointed the exclusive worldwide manufacturer and supplier of such products. Animal Spirits will purchase PBX branded products exclusively from Naturo Group at pricing established pursuant to the agreement for resale under the PBX brand and will be responsible for all branding, marketing, commercialization, customer acquisition, distribution and retail sales of PBX branded products. Vanta's revenues under the agreement are expected to be generated through the manufacture and sale of products to Animal Spirits and are not dependent upon the downstream financial performance of the PBX brand. Except as may be separately agreed in writing, Vanta has no obligation to finance branding, marketing, distribution or other commercialization activities associated with the PBX brand.

The exclusivity granted under the agreement is limited solely to PBX branded products incorporating Vanta Blackwater formulations. The agreement does not grant Vanta any ownership or control over the PBX brand, nor does it grant Animal Spirits any ownership or exclusivity with respect to Vanta's existing or future Vanta branded products, proprietary formulations, trademarks or other intellectual property, except as expressly provided under the agreement. Accordingly, Vanta retains the unrestricted right to develop, manufacture, market, distribute, license and commercialize its existing and future Vanta branded products worldwide through retailers, distributors, strategic partners, licensees, e-commerce channels, contract manufacturing arrangements and other commercial relationships.

The agreement has an initial term of five years and may be renewed for one additional three-year term, subject to the renewal provisions set forth therein. During the initial term, Animal Spirits has committed to minimum annual purchase volumes of $1.0-million (U.S.) during each of the first two years and $2.0-million (U.S.) during each of the third, fourth and fifth years, representing aggregate minimum purchase commitments of $8.0-million (U.S.) over the initial five-year term, subject to the terms and conditions of the agreement. The agreement also contains customary provisions relating to exclusivity, intellectual property ownership, confidentiality, branding approvals, manufacturing standards, quality control, dispute resolution, indemnification, termination rights and operational cooperation. Vanta will retain ownership of all proprietary formulations, recipes, manufacturing processes, production methods, trade secrets, know-how, trademarks and other intellectual property associated with Vanta Blackwater, as well as all products supplied pursuant to the agreement.

About Vanta Holdings Inc.

Vanta is a consumer health science and longevity company advancing an integrated ecosystem of United States-focused peptide therapy, nutraceutical and premium hydration products centred on preventative wellness and health span extension, positioning the company to participate in the rapidly expanding longevity economy.

Vanta is advancing a U.S.-focused telehealth-enabled peptide therapy and longevity platform leveraging commercialization infrastructure and Food and Drug Administration-registered 503A and 503B compounding pharmacy relationships to pursue initiatives across recovery, metabolic wellness, performance optimization and healthy aging categories.

Through its Vanta brand and select private label partnerships, the company develops, manufactures and distributes premium hydration and longevity-oriented nutraceutical products, including, without limitation, its flagship proprietary Blackwater and BlackPowder product portfolio featuring bioactive compounds, trace mineral complexes and patented Fulvic isolation technology designed to support hydration, mineral replenishment, cellular function, immune function, gut health, nutrient absorption, cognitive function and broader everyday wellness-focused applications aligned with growing consumer demand for functional health optimization products. Vanta's vertically integrated operations include ownership of a natural alkaline spring water aquifer and a 40,000-square-foot Health Canada and HACCP-certified manufacturing facility situated in the mountains of British Columbia.

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