Else Nutrition obtains up to $1.28M (U.S.) investment

Ms. Hamutal Yitzhak reports ELSE ANNOUNCES INVESTMENT FOR GROSS PROCEEDS OF UP TO US$1,280,000 Else Nutrition Holdings Inc. has entered into a new convertible security funding agreement with Lind Global Fund III LP, an entity managed by The Lind Partners LLC, a New York-based institutional fund manager. Under the terms of the agreement, the company will on the initial closing issue an initial convertible security with a face value of $420,000 (U.S.), which would provide $337,750 (U.S.) in funds after deduction of the original issue discount and closing fees. On closing, the initial convertible security will have a 24-month maturity date, and will be convertible into common shares of the company, subject to a four-month lockup period. Lind will be able to convert one/20th of the face value each month at a conversion price equal to the greater of (i) 80 per cent of the five-day volume weighted average price of the shares immediately prior to each conversion, and (ii) the five-day volume weighted average price of the shares immediately prior to each conversion less the maximum allowable discount pursuant to the policies of the Toronto Stock Exchange. The outstanding face value of the initial convertible security, after 180 days, may be repaid in cash at the discretion of the company, with a 5-per-cent premium (the buyback right). Should the company exercise its buyback right, Lind would have the option to convert up to 33 per cent of the face value of the initial convertible security into shares. Following the initial convertible security issuance, the company would have the option of a follow-on investment of up to $310,000 (U.S.), upon mutual agreement, in exchange for the issuance of a second convertible security, and thereafter an optional follow-on investment of up to $310,000 (U.S.), upon mutual agreement, in exchange for the issuance of a third convertible security, and thereafter an optional follow-on investment of up to $310,000 (U.S.), upon mutual agreement, in exchange for the issuance of a fourth convertible security. The initial convertible security, and the second convertible security, the third convertible security and the fourth convertible security, as applicable, will include detached warrants to purchase shares. In connection with the initial convertible security, the company will issue 2,069,781 warrants having an exercise price equal to 130 per cent of the five-day volume weighted average price of the shares immediately prior to the closing date of the initial convertible security and an expiry date of 48 months from the date of issuance. In connection with the second draw, third draw and fourth draw, the company will issue such number of warrants calculated by dividing the dollar amount of the applicable draw by the five-day volume weight average price of the shares immediately before the closing of the applicable draw, each warrant having an exercise price equal to 130 per cent of the five-day volume weight average price of the shares immediately before the closing of the applicable draw and an expiry date of 48 months from the date of issuance. The agreement provides that the initial convertible security, and the second convertible security, the third convertible security and the fourth convertible security, as applicable, will include volume restrictions on resale of the shares issued on conversion of the initial convertible security, and the second convertible security, the third convertible security and the fourth convertible security, if applicable, as well as restrictions on short sales. The proceeds from the issuance of the initial convertible security will be applied toward production and general and working capital purposes. The Toronto Stock Exchange has determined to accept notice of the company entering into the agreement and issuing the initial convertible security and the first warrants, and has conditionally approved for listing up to an additional 10,582,354 shares. The shares issued pursuant to any conversions would be issued under Toronto Stock Exchange private placement rules and would not be freely tradable for four months and one day following closing and would be subject to restrictions under applicable Canadian and United States securities laws. About Else Nutrition Holdings Inc. Else Nutrition Holdings is a food and nutrition company in the international expansion stage focused on developing innovative, clean and plant-based food and nutrition products for infants, toddlers, children and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formula. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth. We seek Safe Harbor.