Nepra Foods Announces Closing of Debt Conversion

VANCOUVER, BC / ACCESSWIRE / July 23, 2024 / Nepra Foods Inc. (CSE:NPRA)(FSE:2P6)(OTC PINK:NPRFF) ("Nepra Foods" or the "Company"), wishes to announce that the Company has closed the previously announced debt conversion transaction, pursuant to which it converted an aggregate of US$970,551 in outstanding debt obligations for 26,445,572 common shares of the Company (the "Conversion Transaction"). For further details, see the Company's news release dated July 15, 2024.

All common shares issued in connection with the Conversion Transaction are subject to a statutory hold period of four months plus a day ending on November 24, 2024, in accordance with applicable securities legislation.

The common shares issued pursuant to the Conversion Transaction have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as those terms are defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The common shares have been issued as "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act.

William Hogan is an insider shareholder of the Company. Accordingly, Mr. Hogan'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 ("MI 61-101"). 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 directors of the Company is an "independent director" (as determined in accordance with MI 61-101) in respect of the Conversion Transaction and the board of directors, acting in good faith, 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 grounded in a passion for food. We believe eating healthy should be easy. Everybody deserves food options that are truly nutritious and taste good. Food should be allergen-free so that everyone in the family can enjoy eating it together. Plant-based foods can offer high-quality nutrition and taste great while maintaining a low-carb profile. Nepra Foods is on a mission to make healthy, enjoyable food for everybody.

ON BEHALF OF THE BOARD OF DIRECTORS
David Wood, Chief Operating Officer and Interim CFO
investors@neprafoods.com
Investor Relations Toll-free (844) 566-1917

The CSE has neither approved nor disapproved the contents of this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements
This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information may include, without limitation, statements related to the future developments and the business and operations of the Company. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, but not limited to, statements relating to the Company's financial performance, business development, results of operations, and those listed in filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedarplus.ca). Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.

SOURCE: Nepra Foods