Plantify revises Smart Repair Pro acquisition terms

Executive Summary

• Plantify Foods Inc. has provided an update on its proposed acquisition of Smart Repair Pro, a California corporation wholly owned by Jeffs' Brands Ltd., pursuant to a Share Purchase Agreement (SPA) dated April 29, 2025.
• The parties entered into an amendment on July 31, 2025, adjusting the purchase price structure to include common shares and Contingent Value Rights (CVRs) tied to specific financial and listing milestones.
• The transaction values the company at approximately $14.79 million based on payment shares alone, and approximately $28.29 million when including the potential issuance of CVRs.

Key Details

• Transaction Structure:
  • Payment Shares: 49.3 million common shares of Plantify Foods, representing 78% of the issued and outstanding common shares on a post-transaction basis.
  • Deemed Price: 30 cents per payment share.
  • Contingent Value Rights (CVRs): 45 million CVRs, each entitling the holder to acquire one common share for no additional consideration upon satisfaction of specific milestones.
• CVR Milestones:
  • 15 Million CVs: Triggered upon the completion of an uplisting transaction to the NYSE, Nasdaq, or another U.S. exchange within 24 months of transaction completion.
  • 15 Million CVs: Triggered upon closing one or more equity and/or debt financings raising an aggregate of at least $8 million (U.S.) within 48 months of transaction completion.
  • 15 Million CVs: Triggered upon reaching annual revenues of a minimum of $8 million (U.S.) within 36 months after the first January following the date of completion, as shown in audited financial statements.
• Valuation:
  • Base Valuation: Approximately $14.79 million (based on payment shares).
  • Full Valuation (with CVs): Approximately $28.29 million.
• Post-Transaction Share Count: The resulting issuer is anticipated to have 63,205,489 common shares issued and outstanding immediately following completion.
• Finder’s Fees: Plantify Foods will issue 1,232,500 common shares each to Capitalink Ltd. and L.I.A. Pure Capital Ltd. as finders' fees upon completion.
• Regulatory Status: The transaction is subject to acceptance by the TSX Venture Exchange. Common shares remain halted for trading pending certain filings.
• Listing Constraint: No CVRs will be issued if doing so would cause the resulting issuer to fail to meet the continued listing requirements of the TSX Venture Exchange.

Notable Quotes

• None provided in the text.