Mr. Ilan Sobel reports

BIOHARVEST SCIENCES INC. CLOSES FINAL TRANCHE OF OVERSUBSCRIBED $13.5M PRIVATE PLACEMENT

Bioharvest Sciences Inc. has closed the second and final tranche of its non-brokered private placement of convertible notes previously announced on Oct. 19, 2023, and Oct. 20, 2023. In this tranche closed Friday. Dec. 22, 2023, the company reported that it had issued notes in the aggregate principal amount of $1,786,383.28 for an aggregate total of $13,572,873.26. Following closing, a late wire for $50,000 was received, which brought the second tranche total to $1,836,383.28. That additional amount brings the total raised in this financing to $13,622,873.26, which means the offering was oversubscribed by $122,873.26.

"The successful closing of this major financing is significant as it allows management to focus on navigating Bioharvest towards profitability in 2024. These are challenging market conditions for early-stage companies, yet we have received strong support from investors that are aligned with our strategic plans to disrupt multiple verticals with our unique patented botanical synthesis technology," stated chief executive officer Ilan Sobel. "These funds represent fuel for revenue growth based on that clear strategy and provide further validation of the inherent and significant intellectual property asset value being created by the Bioharvest Sciences team and our platform."

Terms of the convertible notes

The convertible notes will have a term of 24 months from date of issuance and will bear interest at 12 per cent per annum. The convertible notes and accrued interest will be convertible at the option of the holder into common shares of the issuer at a conversion price that is equal to the closing market price of the company's common shares on the date of conversion less a discount of 20 per cent but in any event, not less than 24 cents per share (the floor price) or more than 75 cents per share (the ceiling price).

Holders of convertible notes who elect to convert within the first 12 months will be entitled to receive an early conversion warrant for each 30 cents converted entitling them to purchase a common share at 30 cents per share for a period from the date of issuance to the date that is 24 months from the date of issuance of the convertible notes.

The company has paid a total of $53,247.54 as commissions or finders' fees associated with this final tranche.

The notes and any common shares issuable upon conversion of such will be subject to a hold period expiring four months and one day from the date of issuance pursuant to applicable Canadian securities laws and relevant restrictions under the securities laws of other jurisdictions where the noteholders may be residents.

About Bioharvest Sciences Inc.

Bioharvest Sciences is a fast-growing biotechnology firm listed on the Canadian Securities Exchange. Bioharvest has developed a patented biocell growth platform technology capable of growing the active and beneficial ingredients in fruit and plants, at an industrial scale, without the need to grow the plant itself. Bioharvest is currently focused on leveraging its botanical synthesis technology to develop the next generation of science-based and clinically proven therapeutic solutions, within two major business verticals -- nutraceutical health and wellness products such as dietary supplements, and development of plant cell-based active pharmaceutical ingredients (APIs) that focus on specific medical indications.

We seek Safe Harbor.