Mr. Vito Sanzone reports

ELEMENT ANNOUNCES CORPORATE ADVISOR ENGAGEMENT; DEBENTURE RESTRUCTURING; DEBT SETTLEMENT

Element Nutritional Sciences Inc. has entered into an agreement to extend the engagement of an arm's-length corporate adviser for an additional 12-month term. Pursuant to the terms of the agreement, the service provider will introduce the company to potential investors, industry professionals and strategic partners who may be in a position to assist in furthering the goals of the company in consideration for the issuance of 200,000 common shares of the company to the service provider each month during the term of the agreement. The service provider was initially engaged by the company for a 12-month term starting in October, 2022, and the company has agreed to issue one million common shares of the company to the service provider in consideration for services provided under the initial engagement.

Debenture restructuring

The company also announces a proposed restructuring of the unsecured 10 per cent convertible debentures issued by the company on June 30, 2023, and July 14, 2023, and maturing 24 months from the date of issuance Pursuant to the restructuring, the company is seeking to amend the debentures in order to:

• Accelerate the maturity date of the debentures to 12 months from the date of issuance;
• Increase the interest rate to 39 per cent per annum;
• Remove the right of debentureholders to receive cash payment at maturity of the outstanding principal and accrued unpaid interest on the debentures.

Debentureholders who agree to agree to restructure their debentures pursuant to the restructuring will receive a one-time bonus equal to 10 per cent of the outstanding principal on the debentures held, converted into common shares of the company at a price of six cents per share.

The restructuring is subject to debentureholder approval. Any bonus shares issued in connection with the restructuring will be subject to a hold period of four months and one day.

Debt settlement

The company also announces it has agreed to settle an aggregate of $25,000.00 in outstanding debt owing to an arm's-length creditor in exchange for the issuance of 500,000 common shares of the company to the creditor. Completion of the debt settlement is subject to the company receiving all necessary regulatory approvals, including approval of the Canadian Securities Exchange. Any securities issued in connection with the debt settlement will be subject to a hold period of four months and one day.

About Element Nutritional Sciences Inc.

Element is an innovative and research-driven Canadian nutraceutical company specializing in the development of patented and science-based products for the global consumer packaged goods market, with a portfolio focused specifically on muscle health. Element's lead product, Rejuvenate, is a patented proprietary formulation that is clinically proven to assist in the building, rebuilding, restoration and rejuvenation of natural muscle mass. Element also offers Promino, an elite performance supplement for both professional and amateur athletes to accelerate muscle recovery, build strength and accelerate recovery from injury. Element was founded in 2015 and is located in Burlington, Ont.

We seek Safe Harbor.