Planet Based enters definitive debt settlement deals

Ms. Claire Skillen reports PLANET BASED FOODS GLOBAL INC. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENTS FOR RELATED PARTY DEBT SETTLEMENT Further to the news release of Aug. 18, 2025, announcing the execution of binding term sheets with Baron Global Financial Canada Ltd. and Coenda Investments Holding Corp., Planet Based Foods Global Inc. has executed definitive debt settlement agreements with each of Baron and Coenda to settle an aggregate of $800,000 of bona fide debt through the issuance of subordinate voting shares of the company. Terms of the debt settlement agreements Under the debt settlement agreements, the debt will be satisfied by the issuance of shares at a deemed price of 5.25 cents per share, representing a 25-per-cent discount to the closing price of the company's shares on the Canadian Securities Exchange on the last trading day prior to this announcement, Aug. 19, 2025. The company expects to issue a total of 15,238,094 shares as follows: 9,523,809 shares to Coenda in full and final settlement of $500,000 of indebtedness; and 5,714,285 shares to Baron in full and final settlement of $300,000 of indebtedness. The shares will be subject to a four-month hold period under applicable Canadian securities laws. The company expects to complete the issuance of shares on or about Aug. 28, 2025. Completion of the debt settlement agreements will be subject to receipt of and all necessary regulatory approvals, including, if required, conditional approval by the CSE. Strengthening the balance sheet 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. Related-party transaction and financial hardship exemptions The creditors are related parties of the company for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) by virtue of their principal shareholders serving as directors of the company. Accordingly, the debt settlement agreements constitute related-party transactions under MI 61-101. The audit committee of the board (excluding interested directors) unanimously recommended approval of the debt settlement agreements, determining that the company is in serious financial difficulty, the transactions are designed to improve the company's financial position and the terms are reasonable in the circumstances. The independent directors subsequently approved the debt settlement agreements in reliance on the exemptions from the formal valuation and minority approval requirements pursuant to sections 5.5(g) and 5.7(1)(e) of MI 61-101. Impact on shareholdings Following completion of the debt settlement agreements, Coenda will increase its holdings from approximately 49.15 per cent to 54.86 per cent of the issued and outstanding shares, remaining a control person of the company. Baron (together with its principal shareholder, David Eaton) will hold approximately 16.66 per cent of the issued and outstanding shares. About Planet Based Foods Global Inc. Planet Based is reimagining the future of food through a diverse portfolio of sustainable ingredients, plant-based solutions and advancements in agricultural technology. With a focus on environmental stewardship, product excellence and scalable impact, the company empowers food manufacturers, partners and consumers to participate in a cleaner, healthier and more resilient global food system. Planet Based Foods operates with integrity and purpose, delivering products that align with evolving consumer values and contribute to a more sustainable future. We seek Safe Harbor.