Vancouver, British Columbia - TheNewswire - September 1, 2023 - Plantify Foods, Inc. (TSXV:PTFY) ("Plantify Foods" or the "Company"), a clean label food company dedicated to providing consumers with nutritious and natural food options, is pleased to announce that it has engaged an arm’s-length consultant (the “Consultant”) to provide certain financial and capital markets advisory services (the “Services”) to the Company, pursuant to a consulting agreement effective as of September 1, 2023 (the “Agreement”).

In consideration for the Services to be provided by the Consultant, the Company will pay a fee of C$180,000, payable in equal quarterly installments over the 24-month term of the Agreement (collectively, the “Fees”). In the Company’s discretion, the Fees will be paid in cash or in common shares of the Company (the “Common Shares”), or a combination thereof.

The Company also reports that it has extended an existing consulting agreement with a different arm’s-length consultant (refer to the Company’s news release of November 25, 2022). The term of that agreement was to end in November 2024 but has been extended to August 2025. In consideration for the services provided by such consultant, the Company will pay a fee of C$66,750 in equal quarterly installments over the 9-month extended term (collectively, the “Extension Fees”). In the Company’s discretion, the Extension Fees will be paid in cash or in Common Shares, or a combination thereof.

If the Company elects to pay Fees or Extension Fees in Common Shares, the number of Common Shares issuable will be equal to the quotient obtained by dividing the applicable amount of Fees or Extension Fees by the greater of (A) the 90-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) for the 90 trading days immediately preceding the press release announcing the applicable Common Share issuance, and (B) the Discounted Market Price (as defined in the policies of the TSXV) of the Common Shares.

The Agreement and the potential issuance of Common Shares in payment of the Fees and the Extension Fees are subject to the approval of the TSXV. All Common Shares issued in payment of the Fees and the Extension Fees will be subject to a hold period of four months plus one day from the date of issuance thereof in accordance with applicable TSXV policies and Canadian securities laws.

About Plantify Foods, Inc.

Plantify Foods 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 Foods, 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. With its new manufacturing facility, the Company can increase production and create new clean-label food products to meet the growing demand of health-conscious consumers from all walks of life.

If you have any questions or need more information, feel free to reach out to us at ir@plantifyfoods.com.

Contacts

Gabriel Kabazo

Chief Financial Officer and Corporate Secretary

Phone: (778) 601-8420

Email: ir@plantifyfoods.com

Caroline Sawamoto

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.

Forward Looking Statements:‎

This news release contains “forward-looking information” within the meaning of applicable Canadian ‎securities legislation. All statements, other than statements of historical fact, included herein are forward-‎looking information. In particular, this news release contains forward-looking information regarding but not limited to the Company’s business objectives. There can be no assurance that such forward-‎looking information will prove to be accurate, and actual results and future events could differ materially from ‎those anticipated in such forward-looking information. This forward-looking information reflects ‎Plantify’s current beliefs and is based on information currently available to Plantify and on ‎assumptions it believes are reasonable. These assumptions include, but are not limited to the Company’s ability to implement its business plan. Forward-looking information is ‎subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of ‎activity, performance or achievements of Plantify to be materially different from those expressed or ‎implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general ‎business, economic, competitive, political and social uncertainties; general capital market conditions and market prices ‎for securities; delay or failure to receive regulatory approvals; the actual results of future operations; ‎competition; changes in legislation, including environmental legislation, affecting Plantify; the timing and availability of ‎external financing on acceptable terms; and loss of key individuals‎. A description of ‎additional risk factors that may cause actual results to differ materially from forward-looking information can ‎be found in Plantify’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. ‎Readers are further cautioned not to place undue reliance on forward-looking information as there can be no ‎assurance that the plans, intentions or expectations upon which they are placed will occur. The forward-‎looking information contained in this news release represents the expectations of Plantify as of the date ‎of this news release and, accordingly, is subject to change after such date. Plantify expressly ‎disclaims any intention or obligation to update or revise any forward-looking information, whether as a result ‎of new information, future events or otherwise, except as expressly required by applicable securities law.