File: Attachment Affinor - NR 1825864 Ontario Inc. Feb 2024.pdf

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

February 9, 2024 CSE: AFI; FSE: 1AF; OTC PINK: RSSFF

VANCOUVER, BC. This news release is related the securities of Affinor Growers Inc. ("Affinor" or the "Company"). 1825864 Ontario Inc. (the "Acquiror") announces that it has acquired 1,336,025 units of the Company (the "Units"). Each Unit is comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one additional Share at a price of $0.10 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 January 29, 2024 (the "Settlement Agreement") 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 $0.08 per Unit to settle $106,882 in debt owing to the Acquiror (the "Debt Settlement").

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% 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% 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 1,250,000 previously owned Share purchase warrants (the "Prior Warrants"), entitling the Acquiror to purchase 1,250,000 Shares, and (iii) 300,000 stock options ("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% of the issued and outstanding Shares of the Company on a partially diluted basis.

The Debt Settlement resulted in an approximately 2.11% 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 his 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.

File: Attachment Affinor - NR N. Brusatore Feb 2024.pdf

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

February 9, 2024 CSE: AFI; FSE: 1AF; OTC PINK: RSSFF

VANCOUVER, BC. This news release is related the securities of Affinor Growers Inc. ("Affinor" or the "Company"). Nicholas Brusatore (the "Acquiror") announces that he has acquired 4,387,862 units of the Company (the "Units"). Each Unit is comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one additional Share at a price of $0.10 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 an amended and restated debt settlement agreement dated January 29, 2024 (the "Settlement Agreement") between the Company and the Acquiror. The Settlement Agreement provided for the issuance of 4,387,862 Units to the Acquiror at a deemed price of $0.08 per Unit to settle $351,029 in debt owing to the Acquiror (the "Debt Settlement").

Immediately prior to the Debt Settlement, the Acquiror owned an aggregate of 819,850 Shares, representing approximately 3.15% of the issued and outstanding Shares of the Company on an undiluted basis.

Following the Debt Settlement, the Acquiror owns an aggregate of 5,207,712 Shares, representing approximately 15.04% of the Shares on an undiluted basis. The Acquiror also owns (i) an aggregate of 4,387,862 Warrants issued as part of the Units, entitling the Acquiror to purchase 4,387,862 Shares, and (ii) 400,000 stock options ("Options") to acquire 400,000 Shares. If the Acquiror exercises all of his Warrants and Options he would then own 9,995,574 Shares, representing approximately 25.36% of the issued and outstanding Shares of the Company on a partially diluted basis.

The Debt Settlement resulted in an approximately 11.89% 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 his 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 Nicholas Brusatore at (604) 356-0411.