12:35:17 EDT Tue 13 Oct 2026
Enter Symbol
or Name
USA
CA



Else Nutrition Holdings Inc (3)
Symbol BABY
Shares Issued 7,573,271
Close 2026-10-09 C$ 0.07
Market Cap C$ 530,129
Recent Sedar+ Documents

Else arranges $575,000 (U.S.) security financing deal

2026-10-13 09:38 ET - News Release

Subject: Else Nutrition Holdings Inc. Word Document

File: '\\swfile\EmailIn\20261013 060127 Attachment A.05 - Lind - Else - Signing Press Release.docx'

- 1 -

NEWS RELEASE

ELSE ANNOUNCES INVESTMENT FOR GROSS PROCEEDS OF US$575,000

Vancouver, British Columbia, October 13, 2026 - ELSE NUTRITION HOLDINGS INC. (CSE: BABY) (OTCPK: BABYF) (FSE: 0YL) (the "Company") announces that the Company has entered into a new convertible security funding agreement (the "Agreement") dated October 12, 2026 with Lind Global Fund III LP, an entity managed by The Lind Partners, LLC, a New York-based institutional fund manager (together, "Lind"). Under the terms of the Agreement, the Company will on the initial closing issue an initial convertible security (the "Initial Convertible Security") with a face value of US$343,750, representing a funded amount of US$275,000 plus an implied interest rate of 12.5% per annum, which would provide US$251,250 in funds after deduction of closing fees.

On closing, the Initial Convertible Security will have a 24-month maturity date, and will be convertible into common shares of the Company (the "Shares"), subject to a four month lock up period. Lind will be able to convert the outstanding face value at any time during the term at a conversion price equal to 100% of the closing price per common share of the Company (the "Conversion Price") on the Canadian Securities Exchange ("CSE") on the trading day immediately prior to closing date of the Initial Convertible Security.

On the date that is 121 days following the closing date for the Initial Convertible Security (the "Initial Payment Date"), and on each one month anniversary of the Initial Payment Date for the 19 months following (each, together with the Initial Payment Date, a "Payment Date"), the Company shall pay to Lind an amount equal to 1/20th of the face value of the Initial Convertible Security, being US$17,187.50 per month (each, a "Repayment", and collectively, the "Repayments"). Each Repayment may be satisfied, at the Company's election: (i) in cash, by payment of an amount equal to one hundred and five percent (105%) of the amount of such Repayment; or (ii) subject to the terms of the Agreement, by the issuance to Lind of common shares at a price per common share (in Canadian dollars) equal to 75% of the closing price per common share on the CSE on the trading day immediately prior to the applicable Payment Date (representing a 25% discount to such closing price), provided that: (A) such discount shall not exceed the maximum discount to the market price permitted under the policies of the CSE, and if the discount would otherwise exceed that maximum, the price per common share of the Company shall instead be the lowest price permitted under the policies of the CSE; and (B) if, when the price per common share for a Repayment is calculated under this sub-paragraph (ii), such price is lower than the minimum price per common share at which the CSE permits the issuance of common shares, the Company shall not issue common shares in respect of such Repayment and must instead pay the amount of such Repayment in cash. Any face value remaining outstanding will be payable on maturity.

Commencing 60 days after the expiry of the four month and one day lock up period, the outstanding face value of the Initial Convertible Security may be repaid in cash at the discretion of the Company, with a 5% premium (the "Buy-Back Right"). Should the Company exercise its Buy-Back Right, Lind would have the option to convert up to 33.3% of the face value of the Initial Convertible Security into common shares.

On December 31, 2026, or such later date as may be determined in accordance with the Agreement, Lind will advance a further US$300,000 (US$285,000 after deduction of closing fees) in exchange for the issuance of a second convertible security with a face value of US$375,000 (the "Second Convertible Security"), on substantially the same terms as the Initial Convertible Security, including monthly Repayments of US$18,750.

The Initial Convertible Security and the Second Convertible Security will include detached warrants (the "Warrants") to purchase Shares. In connection with the applicable convertible security, the Company will issue such number of warrants as is equal to the funded amount (in Canadian dollars) of the applicable convertible security divided by the closing price per common share (in Canadian dollars) on the CSE on the trading day immediately prior to the closing date for such convertible security (the "Warrants") having an exercise price equal to the closing price of the Shares on the CSE on the trading day immediately prior to the closing date of the applicable convertible security and an expiry date of 48 months from the date of issuance.

The Agreement provides that the Initial Convertible Security and the Second Convertible Security, as applicable, will include volume restrictions on resale of the Shares issued on conversion of the Initial Convertible Security, and the Second Convertible Security, if applicable, as well as restrictions on short sales.

The Company will not be holding a security holder vote in connection with the issuance of the Initial Convertible Security and the Second Convertible Security pursuant to an exemption under section 4.6(2)(b) of CSE Policy 4. The Company meets the requirement of the exemption for the following reasons: (i) the Company is experiencing serious financial difficulty; (ii) the Company has reached an agreement with Lind to complete the Offering; (iii) no related person of the Company is participating in the Offering; (iv) the Company's audit committee, comprised solely of independent directors, has determined that the Offering is in the best interests of the Company, is reasonable in the circumstances and that it is not feasible to obtain security holder approval or complete a rights offering to existing security holders on the same terms.

The Company's obligations under the Agreement will be secured by a general security interest over the assets of the Company and guarantees and security from certain of its subsidiaries.

The proceeds from the issuance of the convertible securities under the Agreement will be applied towards, amongst other things, general working capital purposes and the repayment of certain trade debt owed in the ordinary course of business.

The Agreement and initial closing are subject to CSE approval. All securities issued pursuant to the Agreement, including Shares issued on conversion of the convertible securities or exercise of the Warrants, will be subject to a statutory hold period expiring four months and one day following the applicable closing date, in accordance with applicable Canadian securities laws and the policies of the CSE, and to restrictions under applicable United States securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements.

About The Lind Partners

The Lind Partners manages institutional funds that are leaders in providing growth capital to small- and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind's funds make direct investments ranging from US$1 to US$30 million, invest in syndicated equity offerings and selectively buy on market. Having completed more than 150 direct investments totaling over US$1.5 Billion in transaction value, Lind's funds have been flexible and supportive capital partners to investee companies since 2011. For more information, please visit http://www.thelindpartners.com.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. is a food and nutrition company in the international expansion stage focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formula. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat, and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth.

Awards and Recognition:

"2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit

#1 Best Seller on Amazon in the Fall of 2020 in the New Baby & Toddler Formula Category

"Best Dairy Alternative" Award 2021 at World Plant-Based Expo

Nexty Award Finalist at Expo West 2022 in the Plant-Based lifestyle category

During September 2022, Else Super Cereal reached the #1 Best Seller in Baby Cereal across all brands on Amazon

For more information, visit www.elsenutrition.com or @elsenutrition on Facebook and Instagram.

For more information, contact:

Mrs. Hamutal Yitzhak, CEO, Co-Founder & Director

ELSE Nutrition Holdings Inc.

E: hamutaly@elsenutrition.com

P: +972(0)3-6445095

Mr. Sokhie Puar, Lead Director of Else Nutrition

E: sokhiep@elsenutrition.com

P : 604-603-7787

Caution Regarding Forward-Looking Statements

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "will" or similar expressions. Forward-looking statements in this press release include but are not limited to, statements with respect to the funding under the Agreement, the completion of the initial closing and second closing, and the issuance of convertible securities, including the Initial Convertible Security, the Second Convertible Security and the Warrants under the Agreement. These forward-looking statements are made as of the date of this press release. Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Although the Company believes the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, the satisfaction of the conditions to closing, including receipt of CSE approval, and the completion of the second closing under the Agreement, variations in market conditions; currency exchange rates; the Company's ability to obtain any necessary permits, consents or authorizations required for its activities; the Company's ability to access further funding, to continue its projected growth, or to be fully able to implement its business strategies. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's expectations only as of the date of this press release. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

© 2026 Canjex Publishing Ltd. All rights reserved.