File: Attachment BevCanna Announces Closing of Third Tranche of Promissory Note Financing - Final.pdf

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

BevCanna Announces Closing of Third Tranche of Promissory Note Financing

Company Strengthens Working Capital Position

VANCOUVER, British Columbia March 5, 2024 - BevCanna Enterprises Inc. (CSE:BEV, OTC:BVNNF, FSE:7BC) ("BevCanna" or the "Company"), a diversified lifestyle and wellness consumer packaged goods company, announces that further to its previously disclosed news releases dated January 22, 2024, January 29, 2024, and February 23, 2024, its wholly-owned subsidiary, Naturo Group Enterprises Inc. ("Naturo") has closed the third tranche of its private placement financing (the "Note Offering") of secured promissory notes (each, a "Note") for gross proceeds of $115,000. Each Note matures 12 months from the closing date and bears interest of 15% per annum, which interest was paid on closing and deducted from the gross proceeds of the Notes. The Notes are secured against all of Naturo's present and after-acquired personal property excluding Naturo's intellectual property.

The Company intends to use the net proceeds from the Note Offering for outstanding payables and general working capital purposes. No finder's fees were paid in connection with the closing of the third tranche of the Note Offering. The Company intends to close one or more additional tranches of the Note Offering.

None of the securities issuable in the Note Offering have been, or will be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news 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 in any jurisdiction where such offer, solicitation, or sale would be unlawful.

About BevCanna Enterprises Inc. BevCanna Enterprises Inc. (CSE:BEV, OTC:BVNNF, FSE:7BC) is a diversified lifestyle and wellness consumer packaged goods company. BevCanna develops and manufactures a range of alkaline, mineralized, and cannabinoid beverages and supplements for both in-house brands and white-label clients.

Based in British Columbia, Canada, BevCanna owns a pristine alkaline spring water aquifer and a high capacity 40,000 square foot, Health Canada and HACCP certified flexible manufacturing facility in Osoyoos, British Columbia. The Company's extensive distribution network includes traditional and regulated retail distribution, and online through its market-leading brands. On behalf of the Board of Directors: John Campbell, Chief Financial Officer and Chief Strategy Officer Director, BevCanna Enterprises Inc.

Disclaimer for Forward-Looking Information

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements. Forward-looking statements made in this news release include, but are not limited, to: the Company completing one or more additional tranches of the Note Offering; and the intended use of net proceeds of the Note Offering.

Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, the Company's inability to complete the Note Offering as anticipated or at all; general market conditions; changes to consumer trends and preferences in the markets in which the Company operates; inability to enter into commercial agreements as anticipated or at all; and other factors beyond the control of the Company. BevCanna expressly disclaims any intention or obligation to update or revise any forward- looking statements whether as a result of new information, future events or otherwise, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.

File: '\\swfile\EmailIn\20240305 142339 Attachment BevCanna Announces Closing of Third Tranche of Promissory Note Financing - Final.DOC'

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

BevCanna Announces Closing of Third Tranche of Promissory Note Financing

Company Strengthens Working Capital Position

VANCOUVER, British Columbia - March 5, 2024 - BevCanna Enterprises Inc. (CSE:BEV, OTC:BVNNF, FSE:7BC) ("BevCanna" or the "Company"), a diversified lifestyle and wellness consumer packaged goods company, announces that further to its previously disclosed news releases dated January 22, 2024, January 29, 2024, and February 23, 2024, its wholly-owned subsidiary, Naturo Group Enterprises Inc. ("Naturo") has closed the third tranche of its private placement financing (the "Note Offering") of secured promissory notes (each, a "Note") for gross proceeds of $115,000. Each Note matures 12 months from the closing date and bears interest of 15% per annum, which interest was paid on closing and deducted from the gross proceeds of the Notes. The Notes are secured against all of Naturo's present and after-acquired personal property excluding Naturo's intellectual property.

The Company intends to use the net proceeds from the Note Offering for outstanding payables and general working capital purposes. No finder's fees were paid in connection with the closing of the third tranche of the Note Offering. The Company intends to close one or more additional tranches of the Note Offering.

None of the securities issuable in the Note Offering have been, or will be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news 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 in any jurisdiction where such offer, solicitation, or sale would be unlawful.

About BevCanna Enterprises Inc.

BevCanna Enterprises Inc. (CSE:BEV, OTC:BVNNF, FSE:7BC) is a diversified lifestyle and wellness consumer packaged goods company. BevCanna develops and manufactures a range of alkaline, mineralized, and cannabinoid beverages and supplements for both in-house brands and white-label clients.

Based in British Columbia, Canada, BevCanna owns a pristine alkaline spring water aquifer and a high capacity 40,000-square-foot, Health Canada and HACCP certified flexible manufacturing facility in Osoyoos, British Columbia. The Company's extensive distribution network includes traditional and regulated retail distribution, and online through its market-leading brands.

On behalf of the Board of Directors:

John Campbell, Chief Financial Officer and Chief Strategy Officer

Director, BevCanna Enterprises Inc.

Disclaimer for Forward-Looking Information

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements. Forward-looking statements made in this news release include, but are not limited, to: the Company completing one or more additional tranches of the Note Offering; and the intended use of net proceeds of the Note Offering.

Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, the Company's inability to complete the Note Offering as anticipated or at all; general market conditions; changes to consumer trends and preferences in the markets in which the Company operates; inability to enter into commercial agreements as anticipated or at all; and other factors beyond the control of the Company. BevCanna expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.