Nepra Foods Announces US$950,000 Debt Conversion and Board Changes

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / July 15, 2024 / Nepra Foods Inc. (CSE:NPRA)(FSE:2P6)(OTC PINK:NPRFF) ("Nepra Foods" or the "Company"), is pleased to announce that the Company has reached agreement with the William Hogan (the "Lender") to convert all of the outstanding US$950,000 principal amount of loan advances made to the Company's wholly-owned subsidiary, Nepra Foods Ltd., pursuant to a secured loan agreement dated April 5, 2024 (the "Loan Agreement"), together with accrued and unpaid interest and all other amounts outstanding under the Loan Agreement (collectively, the "Loan Obligations"), which Loan Obligations were set to mature on July 31, 2024, into common shares of the Company ("Common Shares"), at a conversion price equal to C$0.05 per Common Share (the "Conversion Transaction").

The total amount of Loan Obligations which will be converted pursuant to the Conversion Transaction is US$970,551, resulting in the issuance of 26,445,572 Common Shares in satisfaction thereof. Closing of the Conversion Transaction is expected to occur as soon as practicable, but in any event no less than 5 business days from the date hereof, in accordance with the policies of the Canadian Securities Exchange. Upon closing of the Conversion Transaction, all existing security held by the Lender will be released and discharged and the Company will have no further obligations to the Lender under the Loan Agreement.

The Common Shares to be issued pursuant to the Conversion Transaction have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as those terms are defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Any Common Shares offered and sold in the United States shall be issued as "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there by any sale of the Common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Lender is an insider shareholder of the Company. Accordingly, the Lender's participation in the Conversion Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement set out in Section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed or quoted on any of the prescribed exchanges set out therein. The Company is relying on the exemption from the minority approval requirement set out in section 5.7(1)(e) of MI 61-101. Each of the directors of the Company is an "independent director" (as determined in accordance with MI 61-101) in respect of the Conversion Transaction and the board of directors, acting in good faith, unanimously determined that the Company is in serious financial difficulty, that the Conversion Transaction is designed to improve the financial position of the Company, and that the terms of the Conversion Transaction are reasonable in the circumstances of the Company. The Company did not file a material change report 21 days prior to the expected closing of the Conversion Transaction as the structure of the transaction had not been confirmed at that time.

Board Changes

The Company also announces that Mark Olmsted has resigned as a director of the Company, effective July 12, 2024. The Company would like to thank Mr. Olmsted for his years of service to the Company.

About Nepra Foods Inc.

Nepra Foods is grounded in a passion for food. We believe eating healthy should be easy. Everybody deserves food options that are truly nutritious and taste good. Food should be allergen-free so that everyone in the family can enjoy eating it together. Plant-based foods can offer high-quality nutrition and taste great while maintaining a low-carb profile. Nepra Foods is on a mission to make healthy, enjoyable food for everybody.

ON BEHALF OF THE BOARD OF DIRECTORS

David Wood, Chief Operating Officer and Interim CFO
investors@neprafoods.com

Investor Relations Toll-free (844) 566-1917

The CSE has neither approved nor disapproved the contents of this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information may include, without limitation, statements related to the Conversion Transaction, including the timing and completion thereof, and other statements regarding the future developments and the business and options of the Company. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, but not limited to, statements relating to the Company's financial performance, business development, results of operations, and those listed in filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedarplus.ca). Accordingly, readers should not place undue reliance on any such forward looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.

SOURCE: Nepra Foods