Plantify revises Smart Repair Pro acquisition terms

Mr. Gabriel Kabazo reports PLANTIFY FOODS PROVIDES UPDATE ON ITS ACQUISITION OF SMART REPAIR PRO Plantify Foods Inc. has provided an update on its proposed acquisition of Smart Repair Pro (the target), a California corporation wholly owned by Jeffs' Brands Ltd., announced in the company's news release of June 2, 2025. The company, as constituted following completion of the transaction is referred to as the resulting issuer. The transaction is governed by a share purchase agreement dated April 29, 2025 (the SPA), entered into between the company, the vendor and the target (the parties). On July 31, 2025, the parties entered into an agreement amending the SPA which, amongst other things, adjusted the purchase price payable for the target to the following: 49.3 million common shares of the company (the payment shares) at a deemed price of 30 cents per payment share, representing 78 per cent of the company's issued and outstanding common shares (on a posttransaction basis); 45 million contingent value rights, each entitling the holder thereof to acquire one common share of the company for no additional consideration upon the satisfaction of the following milestones: As to 15 million payment rights, upon the completion of a transaction resulting in the resulting issuer listing its securities on either the New York Stock Exchange or the Nasdaq Stock Market or other transaction resulting in the issuance of shares listed on a U.S. exchange to holders of common shares of the company in exchange for such common shares of the company (in either case, an uplisting transaction), if such uplisting transaction is completed within 24 months of date of completion of the transaction; As to 15 million payment rights, upon the resulting issuer successfully closing, within 48 months of the date of completion of the transaction, one or more equity and/or debt financings, raising an aggregate of at least $8-million (U.S.); As to 15 million payment rights, upon the resulting issuer reaching annual revenues of a minimum of $8-million (U.S.) within 36 months after the first January following the date of completion of the transaction, as shown on the audited financial statements for such periods. Notwithstanding satisfaction of the milestones, no contingent right shares will be issued by the resulting issuer at any time as would result in the resulting issuer failing to meet the continued listing requirements applicable to the resulting issuer, as prescribed by the TSX Venture Exchange. Based upon the issuance of the payment shares as described above, the transaction reflects a value of approximately $14.79-million, and, based upon the issuance of the payment shares and contingent rights shares, a valuation of approximately $28.29-million. It is anticipated that the resulting issuer will have 63,205,489 common shares issued and outstanding immediately following completion of the transaction. The transaction is subject to acceptance of the TSX Venture Exchange. The company will issue 1,232,500 common shares of the company to each of Capitalink Ltd. and L.I.A. Pure Capital Ltd. as finders' fees upon completion of the transaction. Issuance of the finders' shares is subject to acceptance of the TSX-V. The common shares of the company remain halted for trading pending certain filings with the TSX-V. We seek Safe Harbor.