Planet Based enters definitive debt settlement deals

Executive Summary

• Planet Based Foods Global Inc. has executed definitive agreements to settle $800,000 in bona fide debt through the issuance of subordinate voting shares to related parties Baron Global Financial Canada Ltd. and Coenda Investments Holding Corp.
• The settlement involves issuing 15,238,094 shares at a deemed price of 5.25 cents per share, representing a 25% discount to the closing price on August 19, 2025.
• The transaction is structured as a related-party transaction under Multilateral Instrument 61-101, relying on exemptions for serious financial difficulty, and is subject to regulatory approvals including the CSE.

Key Details

• Total Debt Settled: $800,000.
• Consideration: Issuance of 15,238,094 subordinate voting shares.
• Share Price: Deemed price of 5.25 cents per share (25% discount to the CSE closing price on Aug. 19, 2025).
• Breakdown of Settlement:
  • Coenda Investments Holding Corp.: Receives 9,523,809 shares in full settlement of $500,000 debt.
  • Baron Global Financial Canada Ltd.: Receives 5,714,285 shares in full settlement of $300,000 debt.
• Hold Period: Shares are subject to a four-month hold period under Canadian securities laws.
• Expected Completion: On or about August 28, 2025.
• Regulatory Status: Subject to necessary regulatory approvals, including conditional approval by the Canadian Securities Exchange (CSE) if required.
• Related Party Status: Creditors are related parties under MI 61-101 due to principal shareholders serving as directors.
• Exemptions Applied: The audit committee and independent directors approved the transaction relying on exemptions from formal valuation and minority approval requirements under sections 5.5(g) and 5.7(1)(e) of MI 61-101, citing serious financial difficulty and reasonable terms.
• Post-Transaction Shareholding:
  • Coenda: Increases holding from ~49.15% to ~54.86% (remaining a control person).
  • Baron (with David Eaton): Holds approximately 16.66% of issued and outstanding shares.

Notable Quotes

• "The debt settlement agreements represent a significant step in improving the company's financial position. By extinguishing $800,000 of debt without the use of cash, the company strengthens its balance sheet and positions itself to focus resources on growth initiatives, operational stability and long-term shareholder value creation."