Vancouver, British Columbia – TheNewswire – December 5, 2024 - Plantify Foods, Inc. (TSXV: PTFY) ("Plantify" or the "Company"), a clean label food company dedicated to providing consumers with nutritious and delicious food options, reports that, further to its news release of November 15, 2024, it has today issued 2,420,848 common shares in the capital of the Company (the “Settlement Shares”) to N2OFF, Inc. (the “Creditor”), a control person of the Company, at a deemed price of $0.848 per Settlement Share, in full settlement of, in aggregate, $2,052,879.39 in outstanding debt (the “Debt”), pursuant to the terms of a debt settlement agreement dated November 15, 2024 between the Company and the Creditor.

The Settlement Shares are subject to a hold period and may not be traded until April 6, 2025.

Early Warning Disclosure

The disclosure in this section is the sole responsibility and is published at the request of the Creditor, pursuant to its disclosure obligations under National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).

The requirement to provide this disclosure was triggered by the acquisition (the “Acquisition”) by the Creditor on December 5, 2024 of 2,420,848 Settlement Shares at a deemed price of $0.848 per Settlement Share, being an aggregate deemed purchase price of $2,052,879.39.

Immediately prior to the Acquisition, the Creditor beneficially owned 425,043 common shares in the capital of the Company (the “Common Shares”), representing approximately 22% of the issued and outstanding Common Shares. Immediately following the Acquisition, the Creditor beneficially owned 2,845,891 Common Shares, representing approximately 65% of the issued and outstanding Common Shares; an increase in the Creditor’s aggregate ownership of the issued and outstanding Common Shares of approximately 43%.

The Settlement Shares were acquired by the Creditor pursuant to the terms of the Debt Settlement Agreement, in full settlement of the Debt owed to the Creditor by the Company.

The Creditor may from time to time acquire additional securities of the Company or dispose of some or all of the existing or additional securities, whether in transactions over the open market or through privately negotiated arrangements or otherwise, or may continue to hold the same number of securities of the Company.

A copy of the early warning report filed by the Creditor pursuant to NI 62-103 may be obtained under the Company’s profile on SEDAR+ (www.sedarplus.ca) and from the Company’s chief financial officer at the contact information provided below. For the purposes of the early warning requirements under NI 62-103, the head office address of the Company is: 2264 East 11th Avenue, Vancouver, BC  V5N 1Z6, and the address of the Creditor is: Hapardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel.

 

About Plantify Foods

Plantify is committed to providing consumers with nutritious, clean label food options while pioneering innovation in the food and beverage industry. The Company has a simple mission: to ensure that everyone has access to high quality food alternatives that are clean and healthy, are nutritious and tasty, use whole natural ingredients, and are easy to prepare.

Plantify, through its wholly owned Israeli subsidiary, currently sells its diverse range of products in Israel, and is actively expanding its footprint across Europe and North America.

If you have any questions or need more information, feel free to contact the Company directly.

Contacts:

Gabriel Kabazo

Chief Financial Officer and Corporate Secretary

Phone: (778) 601-8420

 

Investor Relations

Email: ir@plantifyfoods.com

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.