Star Metro - Nepra Foods Announces USD$487,849 Debt Conversion

The total amount of Loan Obligations which will be converted pursuant to the Conversion Transaction is USD$487,849.10, 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 5 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 Common Shares to be 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. Any Common Shares offered and sold in the United States shall be issued as "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 ("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 "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 Inc. is a vertically integrated functional nutrition company delivering clean-label solutions. Our 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 ag-tech groups to translate their research and practices into real-world applications. For more information on the company, visit www.neprafoods.com.

Media Contact & Investor Contact
William Hogan, CEO
Email: [email protected]
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 Statement
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 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

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