File: Attachment 2025 07 07 - Affinor Growers - News Release Closing Shares for Debt Settlement [June 2025].pdf

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AFFINOR GROWERS ANNOUNCES CLOSING OF DEBT SETTLEMENT

VANCOUVER, British Columbia, July 7, 2025 - Affinor Growers Inc. ("Affinor" or the "Company") (CSE: AFI) (OTC PINK: RSSFF) is pleased to announce that further to its news release dated June 27, 2025, it has settled debt with three creditors of the Company (the "Creditors") in the amount of $365,757.79 in debt (the "Debt"). In settlement of the Debt, the Company has issued 6,095,963 common shares in the capital of the Company (the "Settlement Shares") to the Creditors at a deemed price of $0.06 per Settlement Share. The Settlement Shares are subject to a hold period of four months and one day in accordance with applicable securities laws.

The Creditors include Nick Brusatore, an officer and director of the Company, and 182564 Ontario Inc. ("182 Ontario"), which is controlled by Ben Hogervorst, a director of the Company. Mr. Brusatore was issued 3,129,296 Settlement Shares and 182 Ontario was issued 2,666,667 Settlement Shares. The issuance of Settlement Shares to Mr. Brusatore and 182 Ontario officer constitute "related party transactions" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the securities do not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61- 101.

About Affinor

Affinor is a publicly traded company listed on the CSE under the symbol "AFI" and on the OTC PINK under the symbol "RSSFF". Affinor is focused on developing vertical farming technologies and using those technologies to grow fruits and vegetables in a sustainable manner.

To learn more about Affinor, visit: www.affinorgrowers.com

On behalf of the Board of Directors,

Affinor Growers Inc.

Nick Brusatore Director/CEO nick@affinorgrowers.com Tel: 604.356.0411

The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

LEGAL_47006251.1 CAUTION REGARDING FORWARD-LOOKING INFORMATION This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements. Factors that could cause the actual results to differ materially from those in forward- looking statements include required market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward- looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward- looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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