Mr. Marc Aneed reports

EAT WELL GROUP SIGNS DEFINITIVE AGREEMENT FOR SALE OF EQUITY INTEREST IN PATAFOODS FOR US$7 MILLION; THE COMPANY'S NEW FOCUS ALLOWS FOR THE SALE OF NON-CORE ASSETS TO CAPITALIZE ON EAT WELL'S RECENTLY ANNOUNCED PRIORITIZATION OF ITS GLOBAL AG STRATEGY

Eat Well Investment Group Inc. has entered into a definitive agreement with PataFoods, Inc., doing business as Amara Organic Foods, to sell to PataFoods 24 per cent of the company's 28-per-cent equity ownership in PataFoods, for proceeds of $7-million (U.S.). Pursuant to the repurchase agreement, the company has granted PataFoods the exclusive option to purchase the divested PataFoods shares and has received a non-refundable deposit from PataFoods of $750,000 (U.S.). If the option is not exercised by PataFoods by Dec. 15, 2023, the company may seek an alternative transaction with respect to its ownership stake in PataFoods.

Eat Well initially acquired the divested PataFoods shares from PataFoods for an aggregate purchase price of approximately $5.4-million (U.S.), and is pleased to announce the sale of such divested PataFoods shares for gross proceeds of $7-million (U.S.). Upon closing of the proposed transaction, Eat Well will continue to own 158,855 shares of PataFoods.

The proceeds from the proposed transaction will be used to reduce a significant portion of the company's higher-interest term and revolving debt facility with a private lender, to pay certain trade payables and to advance the financial statement audit and other disclosure obligations necessary to have the cease trade order against the company lifted. The company anticipates that the delayed audited and interim financial statements, and accompanying management's discussion and analysis, will be completed by Jan. 31, 2024, following which an application will be made to the British Columbia Securities Commission to have the cease trade order revoked.

Closing of the proposed transaction remains subject to customary closing conditions.

"The sale of our stake in PataFoods is a strategic move that significantly strengthens Eat Well's balance sheet and drives focus on our agribusiness," said Marc Aneed, chief executive officer of Eat Well. "Eliminating over $6-million (U.S.) of debt enhances our operational flexibility and better positions us for sustained growth in our core business agriculture. We remain a supportive shareholder of PataFoods as it continues to scale its operations across the United States and become a premier household staple," continued Aneed.

The strategic decision to divest from PataFoods aligns with Eat Well's commitment to streamlining its portfolio and focus on its core agribusiness operations. The proposed transaction not only bolsters the company's financial position but also reduces debt service fees, creating a more robust financial foundation for Eat Well. By concentrating efforts on the profitable Belle Pulses business, the company aims to enhance overall profitability, operational efficiency, and market leadership in the agricultural sector.

Eat Well Group remains committed to its mission of providing high-quality, sustainable agricultural products to meet the growing global demand for nutritious food. The streamlined focus on the company's agribusiness will enable the company to further invest in innovation, technology and sustainable farming practices.

About Eat Well Investment Group Inc.

Eat Well Group 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 facilities across North America, the company distributes to over 35 countries worldwide. With a talented team of over 80 employees, it takes pride in its products consistently ranking among the top 10 globally.

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