Mr. Ben Hogervorst of 1825864 Ontario reports

EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103 ACQUISITION OF SECURITIES OF AFFINOR GROWERS INC.

1825864 Ontario Inc. has acquired 1,336,025 units of Affinor Growers Inc. Each unit comprises one common share in the capital of the company and one share purchase warrant. Each warrant is exercisable to acquire one additional share at a price of 10 cents per share for a period of 24 months from the date of issuance.

The acquiror acquired the units pursuant to the terms and conditions of a debt settlement agreement dated Jan. 29, 2024, between the company and the acquiror. The settlement agreement provided for the issuance of 1,336,025 units to the acquiror at a deemed price of eight cents per unit to settle $106,882 in debt owing to the acquiror.

Immediately prior to the debt settlement, the acquiror beneficially owned, or had control or direction over, an aggregate of 1,821,428 shares, representing approximately 7.01 per cent of the issued and outstanding shares of the company on an undiluted basis.

Following the debt settlement, the acquiror beneficially owned, or had control or direction over, an aggregate of 3,157,453 shares, representing approximately 9.12 per cent of the shares on an undiluted basis. The acquiror also owns: (i) an aggregate of 1,821,428 warrants as part of the units, entitling the acquiror to purchase 1,821,428 shares; (ii) an aggregate of 1.25 million previously owned share purchase warrants, entitling the acquiror to purchase 1.25 million shares; and (iii) 300,000 stock options to acquire 300,000 shares. If the acquiror exercises all of its warrants, prior warrants and options, it would then own, or have beneficial control or direction over, 6,043,478 shares, representing approximately 16.11 per cent of the issued and outstanding shares of the company on a partially diluted basis.

The debt settlement resulted in an approximately 2.11-per-cent change in the acquiror's ownership over shares of the company on an undiluted basis.

The acquiror acquired the units for investment purposes under an exemption provided under National Instrument 45-106, Prospectus Exemptions. The acquiror may, depending on market and other conditions, increase or decrease its ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

For further information, or to obtain a copy of the early warning report filed under applicable securities laws, please contact Ben Hogervorst, director of the acquiror, at 800-407-5846.