Mr. Jonathan Or reports

BEYOND OIL CLOSES FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT WITH LEAD ORDER FROM WEST COAST REDUCTION LTD.

Beyond Oil Ltd., further to the news releases dated Oct. 6, 2023, and Oct. 23, 2023, has closed the second and final tranche of its non-brokered private placement.

In the second tranche, the company issued 2,688,668 units at a price of 75 cents per unit, for gross proceeds of $2,016,501. Further to the news release dated Jan. 18, 2024, Beyond Oil secured a lead order in the second tranche from an affiliate of West Coast Reduction Ltd., its strategic partner in North America and exclusive distributor in Canada.

With the closing of $619,141.50 in the first tranche of the offering in October, 2023, the company has issued an aggregate of 3,514,190 units pursuant to the offering, for gross proceeds of $2,635,642.50.

Each unit has a purchase price of 75 cents per unit, which are composed of one common share of the company and one-half of one share purchase warrant. Each whole warrant will be exercisable for one share at a price of $1.25 per warrant share for a period of one year after the closing date of the second tranche.

This successful financing further positions Beyond Oil for its strategic objectives, contributing to its continuing innovation and growth initiatives in the food-tech industry. The net proceeds raised from the offering will be used for general corporate purposes. All securities issued pursuant to the second tranche will be subject to a hold period of four months and one day from the date of issuance.

Grant of stock options

Furthermore, the board of directors of the company has approved the grant of options to acquire an aggregate of 1,123,294 shares at an exercise price of 75 cents of which 23,294 were issued to directors and 1.1 million were issued to new consultants and advisers.

All of the director options vest on Jan. 24, 2024. Three hundred fifty thousand of the consultant options are time-vested options and vest as follows: (a) 133,334 on the grant date; (b) 33,333 vesting six months after the grant date; (c) 108,333 vesting 12 months after the grant date; and (d) an additional 75,000 vesting 18 months after the grant date.

Seven hundred fifty thousand of the consultant options have performance-based vesting terms, which are contingent on the company reaching certain revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) targets, as well as the company entering into certain commercial contracts with distributors and other customers. All the options expire 10 years from the grant date.

Product highlights:

• Frying oils recovery: Extensive testing indicates that the Beyond Oil product extends the usable life of frying oil, improves product quality and reduces frying oil costs. As a preferential adsorbent, the product reduces and prevents the formation of harmful components such as free fatty acids (FFA), total polar materials (TPM), acrylamide, polycyclic aromatic hydrocarbons (PAHs), trans fats and other impurities, ensuring frying oil stays fresh and fried food tastes fantastic.
• Patent protected: The company also has a portfolio of registered and patent-pending solutions that extend the shelf life of produced and used vegetable oils.
• Potential cost savings: One of Beyond Oil's unique value propositions is that it can dramatically lower costs for quick-service restaurants by significantly extending the useful life of the oil while meeting food quality and safety requirements. For more information on how the Beyond Oil product extends the life of frying oil, see the company's news release dated Dec. 12, 2022.
• Distribution ready: The company received a non-objection letter from the U.S. Food and Drug Administration (FDA) in March, 2022, on the basis that all the Beyond Oil product ingredients meet food-grade specifications of the FDA. In May, 2022, Beyond Oil received a non-objection letter from Health Canada and a National Sanitation Foundation certification. Beyond Oil is legally permitted to sell its product into the Israeli market according to the processing-aid and filtering-aid regulations.

How the Beyond Oil product works

The Beyond Oil product integrates into the existing filtration systems of both commercial and industrial fryers. The combination of active filtration by the powder and passive filtration by the filter and filtration machine ensures the best results by removing other degradation particles. The powder remains on the filter and creates an additional layer which provides the microfiltration benefit.

About Beyond Oil Ltd.

Beyond Oil is an innovative food tech company dedicated to transforming the way people consume and produce food. Beyond Oil provides sustainable solutions for the food industry, prioritizing environmental protection and the well-being of its workers and customers. The company's innovative solutions help reduce costs for its partners and clients while ensuring responsible and ecofriendly practices. Beyond Oil is committed to environmental responsibility, minimizing the carbon footprint of the food industry on the planet. By implementing cutting-edge techniques, the company delivers a healthier final product by reducing the formation of carcinogenic substances in fried food. The company's vision is to create a more sustainable future where food safety, cost-efficiency and environmental consciousness come together seamlessly.

We seek Safe Harbor.