Mr. Stephen Brown reports

FTI FOODTECH ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF SHARES

FTI Foodtech International Inc. is undertaking a non-brokered private placement of up to 3,742,216 common shares in the capital of the company at a price of 20 cents per share for gross proceeds of up to $748,444. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the shares offered pursuant to the offering will be offered for sale to purchasers resident in Canada, other then Quebec, and otherwise in jurisdictions where the offering can lawfully be made, including the United States pursuant to the listed issuer financing exemption (LIFE) under Part 5A of NI 45-106. The shares issued under the listed issuer financing exemption are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

The company is additionally undertaking a concurrent non-brokered private placement of up to 6,257,784 units at 20 cents per unit for gross proceeds of up to $1,251,557. Each unit will consist of share and one share purchase warrant. Each warrant will be exercisable to acquire an additional share at a price of 30 cents per warrant share for a period of 24 months after the closing date of the offering, subject to accelerated expiry upon 15 days notice by the company in the event that the shares close at or above 50 cents on the TSX Venture Exchange for 10 consecutive trading days. The units offered under the concurrent offering will be sold pursuant to other applicable prospectus exemptions contained in NI 45-106. The shares and warrants underlying the non-LIFE units are subject to a statutory hold period of four months plus a day from the date of issuance, in accordance with applicable securities legislation. Subject to meeting distribution requirements of the exchange, the warrants will be listed on the exchange. There is no assurance that the warrants will be listed.

The company intends to use the net proceeds from the offering and the concurrent offering for development of its business operations, including a retail and barter e-commerce platform, expected product acquisitions, marketing research and strategies, development of new products, and general working capital.

The company may pay a finder's fee on the offering within the maximum amount permitted by the policies of the TSX-V. The company may complete multiple closings of the offering, as subscriptions are received. Each closing is subject to a number of conditions, including the receipt of all necessary corporate and regulatory approvals, including the approval of the TSX-V.

The offering is being offered to all of the existing shareholders of FTI who are permitted to subscribe pursuant to the existing shareholder exemption. This offer is open until May 4, 2025, or such other date(s) as the company determines.

Any existing shareholders interested in participating in the offering should contact the company pursuant to the contact information set forth herein.

The company has set April 10, 2025, as the record date for determining existing shareholders entitled to subscribe for units pursuant to the existing shareholder exemption. Subscribers purchasing units under the existing shareholder exemption will need to represent in writing that they meet certain requirements of the existing shareholder exemption, including that they were, on or before the record date, a shareholder of the company and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000, unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

As the company is also relying on the exemption for sales to purchasers advised by investment dealers, it confirms that there is no material fact or material change related to the company which has not been generally disclosed. In addition to offering the units pursuant to the existing shareholder exemption and the exemption for sales to purchasers advised by investment dealers, the units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. If subscriptions received for the offering based on all available exemptions exceed the maximum offering amount of $1,251,557, units will be allocated pro rata among all subscribers qualifying under all available exemptions.

There is an offering document related to the offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision.

In addition, the company reports that it has chosen not to engage in the cryptocurrency industry, which was previously quoted. Any references to such have been discontinued.

About FTI Foodtech International Inc.

The company is focused on developing an innovative retail and barter e-commerce platform for products that address challenges and promote sustainability within the cosmetic, skin care, wellness, health and industrial products industries. FTI is committed to delivering high-quality, reliable products and solutions that meet the evolving needs of its clients worldwide.

We seek Safe Harbor.