Mr. Marc Aneed reports

EAT WELL GROUP TO SELL SAPIENTIA FOR USD $10 MILLION IN NASDAQ MERGER WITH MEDS & SUPERLATUS FOODS

Eat Well Investment Group Inc. has entered into a definitive membership interest purchase agreement (MIPA) for its wholly owned subsidiary, Sapientia Technology Inc., to Superlatus Inc., as part of a Nasdaq Stock Market merger with TRxade Health Inc. (symbol MEDS).

This strategic move marks Eat Well Group's commitment to sharpening its focus and leveraging its global agricultural strategy by divesting non-core assets. The sale of Sapientia unlocks significant value and positions the company for exponential growth in collaboration with TRxade Health and Superlatus Foods.

Marc Aneed, chief executive officer of Eat Well Group, states: "We are very pleased to announce the sale of Sapientia for $10-million (U.S.), allowing us to unlock the value of our IP portfolio and retain a substantial position in the Nasdaq company, MEDS. This strategic move allows us to double down on our agricultural strategy and pursue further M&A opportunities, which will help establish Eat Well as a leading global agricultural platform."

Terms

The aggregate purchase price shall be $10-million (U.S.) Superlatus shall pay the purchase price to Eat Well Group at the closing (as defined herein) as follows: $1.5-million (U.S.) in cash consisting of: (i) $350,000 (U.S.) in cash and no later than 21 business days after the closing; (ii) secured debenture in the principal amount of $1.15-million (U.S.); and (iii) common stock in TRxade Health in an amount valued at $8.5-million (U.S.), which share value shall be set on the date of the closing of the public closing.

The shares will be held in escrow and released to the seller (for 12 months to comply with applicable securities laws and regulations (Nasdaq)). The debenture shall be secured by 100 per cent of the MIPA. The debenture shall accrue interest at a rate of 12 per cent per annum, compounded monthly, starting 90 days after the closing, and will mature on Dec. 31, 2023. As additional consideration, at or prior to closing, the seller shall cause all shares of Prairie Snack Foods Inc. to be transferred to Superlatus.

As part of the transaction, Superlatus is completing a merger with TRxade Health on the Nasdaq. Upon closing of the merger, shareholders of Superlatus will receive 30,821,918 shares of TRxade Health, valued at $7.30 per share, and comprising: (i) common shares in an amount representing 19.99 per cent of the total issued and outstanding stock of TRxade Health after closing; and (ii) the remainder in shares of a new class of TRxade Health non-voting preferred stock, in each case multiplied by such shareholder's pro rata percentage ownership.

After the merger, TRxade Health will pivot its business focus and branding to become an industry-leading processing and forming technologies company that creates the latest generation of delicious, high-nutrition, high-taste-and-texture plant-based foods and snacks. Its other planned products include plant-based meats and plant-based meat snacks, plant-based dairy milks and yogurts, and pulse-based puffed/twisted snack foods, prioritizing high-protein, low-fat, nutritious products with delicious taste and texture, for both humans and pets. TRxade Health plans to divest its existing operating business and assets shortly after the merger.

Interim Superlatus CEO Tim Alford states: "This transformative deal positions us to build a company with an exceptional growth strategy. The Nasdaq listing not only grants us access to a wealth of potential food tech acquisitions but also presents remarkable opportunities for all stakeholders involved. We are particularly thrilled with the acquisition of Sapientia from Eat Well as it enables us to leverage our extensive network of tens of thousands of retailers, school boards and hotels to distribute Sapientia's exceptional products."

The sale of Sapientia to Superlatus remains subject to customary closing conditions.

About Eat Well Investment Group Inc.

Eat Well is a pioneering Canadian-based company leading the way in the future of sustainable, plant-based foods. With a rich history spanning nearly 45 years, its subsidiaries have been at the forefront of processing, distributing and marketing premium-quality plant-based foods. Operating with IP-driven (intellectual property) facilities across North America, the company distributes to over 35 countries worldwide. With a talented team of over 80 employees, Eat Well takes pride in its products consistently ranking among the top 10 globally. With its family of private-label and owned brands, including Sapientia, Amara Organic Foods, Belle Pulses and Eat Well, the company is dedicated to feeding families worldwide with excellence and innovation.

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