Nepra Foods to issue 6.96 million shares for debt

Mr. William Hogan reports NEPRA FOODS ANNOUNCES USD$487,849 DEBT CONVERSION Nepra Foods Inc. has reached an agreement with William Hogan to convert all of the outstanding $475,000 (U.S.) principal amount of debt under a revolving promissory note agreement between the company and the lender, dated July 15, 2024, as amended on Jan. 1, 2025, together with accrued and unpaid interest, and all other amounts outstanding under the note agreement, into common shares of the company, at a conversion price equal to 10 cents per common share. The total amount of loan obligations that will be converted pursuant to the conversion transaction is $487,849.10 (U.S.), resulting in the issuance of 6,969,273 common shares in satisfaction thereof. Closing of the conversion transaction is expected to occur as soon as practicable, but in any event no less than five business days from the date hereof, in accordance with the policies of the Canadian Securities Exchange. Upon closing of the conversion transaction, all existing security held by the lender will be released and discharged, and the company will have no further obligations to the lender under the note agreement. The lender is an insider of the company by virtue of being a director, the chief executive officer and its largest shareholder. Accordingly, the lender's participation in the conversion transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions. The company is relying on the exemption from the formal valuation requirement set out in Section 5.5(b) of MI 61-101 on the basis that no securities of the company are listed or quoted on any of the prescribed exchanges set out therein. The company is relying on the exemption from the minority approval requirement set out in Section 5.7(1)(e) of MI 61-101. Each of the independent directors of the company (as determined in accordance with MI 61-101) in respect of the conversion transaction unanimously determined that the company is in serious financial difficulty, that the conversion transaction is designed to improve the financial position of the company and that the terms of the conversion transaction are reasonable in the circumstances of the company. The company did not file a material change report 21 days prior to the expected closing of the conversion transaction as the structure of the transaction had not been confirmed at that time. About Nepra Foods Inc. Nepra Foods is a vertically integrated functional nutrition company delivering clean-label solutions. The company's mission is to nourish people and the planet by partnering with category leaders, emerging brands and technology companies to build resilient supply chains rooted in ethical practices and eco-aware innovation. From early-stage development through large-scale growth, Nepra Foods delivers tailored solutions, including market-ready formulations, advanced ingredient technology, co-manufacturing services, e-commerce management and retail distribution. Nepra Foods collaborates with leading agricultural technology groups to translate their research and practices into real-world applications. We seek Safe Harbor.