Star Metro - Nepra Foods Enters Letter of Intent to Acquire Idaho Bottling and Water Assets, Advancing Vertical Integration Strategy

The proposed transaction includes a bottling and co-packing facility located in Lewiston, Idaho, together with associated equipment, customer relationships, and water rights, including access to an artesian water source. The transaction is expected to involve total consideration of approximately USD $1,500,000, structured to include an upfront cash component, a seller-financed balance, and contingent consideration tied to operational performance.

The transaction is structured as an asset purchase. While the LOI is non-binding, the Company intends to proceed with due diligence and negotiation of definitive agreements with the objective of completing the acquisition.

Nepra has historically operated within the ingredient and formulation segment of the food system. This proposed acquisition represents a deliberate step toward expanding into owned production infrastructure.

If completed, the transaction would:

• Enable direct participation in beverage manufacturing and co-packing;

• Reduce reliance on third-party manufacturing partners; and

• Expand the Company's ability to support both internal product development and external customer programs.

The Company views ownership of production assets as a means to improve operational control and flexibility relative to its current model.

Operational Plan and Validation

The LOI includes a defined trial period during which the parties intend to operate under a supply and manufacturing arrangement. This period is expected to allow Nepra to evaluate the facility's capabilities, confirm operational alignment, and assess commercial opportunities prior to finalizing the transaction. Subject to satisfactory results from this process, Nepra intends to pursue the execution of definitive agreements and integration planning; however, there can be no assurance that such agreements will be entered into or that the transaction will be completed.

Billy Hogan, Chief Executive Officer of Nepra Foods, stated, "This opportunity reflects a natural progression in our business model. This potential acquisition represents a step toward owning production infrastructure that can support both our products and our partners."

Conditions to Completion

Completion of the proposed transaction remains subject to:

• Completion of satisfactory due diligence;

• Negotiation and execution of definitive agreements;

• Receipt of all required regulatory and Canadian Securities Exchange approvals; and

• Satisfaction of customary closing conditions.

There can be no assurance that the transaction will be completed as proposed or at all.

Conclusion

This proposed acquisition reflects Nepra's broader strategy of building a more integrated operating platform that combines product development, ingredient capabilities, and production infrastructure. By advancing this initiative through a structured and phased approach, the Company aims to expand its operational capabilities while maintaining financial discipline. This transaction, if completed, would represent an important step in positioning Nepra to support both internal growth initiatives and external customer opportunities.

About Nepra Foods Inc.

Nepra Foods Inc. is a vertically integrated functional wellness company delivering clean-label solutions. The Company partners with category leaders, emerging brands, and technology innovators to build resilient, ethically driven supply chains and bring advanced food solutions to market.

From early-stage product development through large-scale commercialization, Nepra provides tailored capabilities including formulation, ingredient technology, co-manufacturing, e-commerce management, and retail distribution. The Company collaborates with leading ag-tech partners to translate innovation into real-world applications, supporting the development of high-quality, nutritious products.

Nepra is committed to expanding the reach of forward-thinking food brands while advancing more sustainable and responsible industry practices, delivering solutions that benefit consumers, producers, and the environment. 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 Inc.

View the original press release on ACCESS Newswire

J.Campbell--SMC