Red Light increases distribution to 123 Safeway stores

Mr. Todd Shapiro reports RED LIGHT HOLLAND'S WHOLLY OWNED SUBSIDIARY HAPPY CAPS EXPANDS SAFEWAY PARTNERSHIP TO 123 STORES ACROSS THE U.S. PACIFIC NORTHWEST, IN TIME FOR AMERICAN THANKSGIVING Red Light Holland Corp. has reached a major U.S. retail expansion milestone for its wholly owned subsidiary, 4316747 Nova Scotia Ltd. operating as Happy Caps Mushroom Farm, with Albertsons Companies and its Safeway banner. Following its successful initial launch in 66 Safeway stores earlier this year, Happy Caps is thrilled to announce an expanded partnership with Albertsons Companies, increasing distribution by 86 per cent to 123 Safeway locations across Oregon and Washington State. This expanded program will roll out the week of Nov. 17, 2025, perfectly timed for American Thanksgiving, with a replenishment order scheduled for the week of Dec. 5 to support the holiday season. Happy Caps' premium home grow kits, including shiitake, lion's mane and oyster mushrooms will be featured prominently across Safeway's northwest region locations. Each kit is made in Oregon in partnership with Trailbridge Mushroom Farm, ensuring local freshness, improved sustainability and enhanced margins. Key highlights of the Safeway expansion: 123 Safeway stores across Oregon and Washington (up from 66 stores); Available the week of Nov. 17 to support Thanksgiving celebrations; Replenishment order the week of Dec. 5 for the holiday season; 4,428 total units, up from 2,376 units in the spring program; Locally produced in Oregon with Trailbridge Mushroom Farm; Part of Albertsons Companies, which operates over 2,200 stores across the United States. "We're extremely proud to nearly double our U.S. retail footprint with Safeway, just in time for American Thanksgiving," said Todd Shapiro, chief executive officer and director of Red Light Holland. "This expansion into 123 stores reflects strong consumer demand and confidence in our Happy Caps brand. Our locally made, organic home grow kits offer freshness, fun and functionality, and, now, even more Americans can experience the joy of growing their own mushrooms at home." This milestone underscores Happy Caps' growing U.S. momentum and the company's continued commitment to expanding its premium mushroom product offerings across North America. Grants of stock options and restricted stock units Pursuant to the company's equity incentive plan approved at the company's annual, general and special meeting held on Oct. 31, 2024, the company granted 100,000 options to acquire common shares of the company to an incoming employee of the company. The stock options are exercisable at a price of five cents per share until Nov. 3, 2030, vesting over the next two years. In addition, the company granted 4.25 million restricted stock units to certain officers, employees and consultants of the company, vesting over the next two years. The shares underlying the stock options and RSUs are subject to a statutory four-month-and-one-day hold period and such further restrictions as may apply under foreign securities laws. A director of the company received 3.5 million RSUs representing a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The participation of the related party of the company is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(1) of MI 61-101, as neither the fair market value of the subject matter of the transaction, nor the consideration exceeds 25 per cent of the company's market capitalization. The company did not file a material change report related to the RSU grant more than 21 days before the grant as required by MI 61-101 but believes that this shorter period is reasonable and necessary in the circumstances as the company wishes to incentivize the retaining of key personnel as soon as possible. Issuance of shares-for-debt settlement The company also announces that its board of directors has approved the issuance of 5,611,250 shares to directors and consultants at the deemed price of 3.5 cents per share in consideration for these parties agreeing to reduce their cash compensation they are entitled to, allowing the company to preserve its cash balance. As directors of the company received 4,659,750 shares, representing a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the participation of the related party of the company is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(1) of MI 61-101, as neither the fair market value of the subject matter of the transaction, nor the consideration exceeds 25 per cent of the company's market capitalization. The company did not file a material change report related to the debt settlement more than 21 days before the settlement as required by MI 61-101 but believes that this shorter period is reasonable and necessary in the circumstances as the company wishes to remove the cash obligation as soon as possible. Furthermore, the company's board of directors has approved the settlement of amounts owing to arm's-length creditors through the issuance of shares in the capital of the company at the deemed price per share to be determined at time of settlement. About Red Light Holland Corp. Red Light Holland is an Ontario-based corporation engaged in the production, growth and sale of functional mushrooms and mushroom home grow kits in North America and Europe. We seek Safe Harbor.