Mr. Stephen Brown reports

FTI FOODTECH INTERNATIONAL PROVIDES CORPORATE UPDATES

FTI Foodtech International Inc. has provided corporate updates.

TSX Venture Exchange reinstatement

The company has been actively working to advance its reinstatement onto the TSX Venture Exchange. The company is pleased to announce that trading of the company's shares will be reinstated soon.

Corrections to prior news releases

On Jan. 29, 2025, the company announced a partnership with Genesis Cosmeceuticals. Following the announcement, the company conducted due diligence on Genesis, and following the discovery of certain issues uncovered during due diligence, the partnership with Genesis was cancelled.

On Feb. 26, 2025, the company issued a news release announcing a grant of 800,000 stock options to consultants of the company. The company would like to clarify that the options were never granted.

On March 4, 2025, the company announced an acquisition of "skin care in a bottle." The company would like to clarify that skin care in a bottle was an internal development rather than an acquisition from Illuminate Beverages. Illuminate Beverages is not a separate corporate entity, but rather an internal creative concept.

Annual general meeting

The company had previously been deficient in its requirement to hold an annual general meeting of shareholders (an AGM) in the time limits prescribed by the Business Corporations Act (British Columbia). The company's last AGM was held on Oct. 25, 2024. The company can now confirm it will be holding an AGM on June 5, 2026, to correct this deficiency. Additional disclosure on the AGM will be provided in due course.

Prior private placements

In February of 2025 and May of 2025, the company issued common shares pursuant to a non-brokered private placement. The May, 2025, private placement was announced on April 11, 2025. Due to oversight issues, company issued one million common shares on May 8, 2026, before full payment of approximately $200,000 had been received for those securities. The company also issued 1,803,071 common shares on Feb. 11, 2025, before full payment of approximately $216,368 was received for those securities. Subsequent to such issuances, the company received full payment leading up until May 23, 2026. The company deeply regrets this error and intends to implement stronger internal controls and policies to ensure such an incident is not repeated in the future.

Composition of board and audit committee

On Jan. 19, 2026, Douglas Magallon, an independent director and member of the audit committee, suddenly passed away. The company does not currently meet the required independent director and audit committee membership rules of the TSX-V. Pursuant to TSX-V requirements, the company is searching for a new independent director to replace the vacancy on the board of directors of the company and the audit committee.

Additionally, the company's former chief financial officer, Steven Nguyen resigned from the company as of March 30, 2026. Arthur Brown, a director of the company, has agreed to serve as interim chief financial officer. The company is actively searching for a new permanent chief financial officer.

The current board comprises Stephen Brown, Arthur Brown and Bill Hullah. The company's sole officer is currently Mr. Brown. Following the appointment of a new chief financial officer and a new director, the company will provide a further update.

Additionally, Brian Thomas Hoffman previously resigned from the board on July 29, 2025. The company neglected to issue a press release at the time of Mr. Hoffman's resignation, and regrets this error.

Related party loans and advances from shareholders

In connection with the company's reinstatement application, the TSX-V reviewed certain loans and advances from related parties disclosed in the company's interim financial statements. Specifically, the company's financial statements disclose an advance from shareholder and director William Hullah in the amount of $83,506 as of Dec. 31, 2025, which is unsecured, non-interest bearing, and due on demand.

In addition, the company's financial statements disclose an outstanding balance of $64,814 as of Dec. 31, 2025, owed to Cardinal Biologicals Ltd., an entity under common control, which is similarly unsecured and non-interest bearing with no specific repayment terms. Cardinal is 100 per cent owned by Mr. Hullah.

As both transactions constitute non-arm's-length dealings, the company is required to file catch-up disclosure under TSX-V Policy 3.2 and has submitted the required documentation to the TSX-V for review. The loans remain subject to the TSX-V acceptance.

Cardinal and Mr. Hullah are non-arm's-length parties of the company and the loans with each party constitute a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. The company is relying on the exemption from valuation requirement and minority approval pursuant to Subsection 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 as the loans do not represent more than 25 per cent of the company's market capitalization and the company is not listed on specified markets.

Accounting matters

The company would like to clarify certain accounting matters as previously disclosed in its financial statements, as described herein.

Prepaid expenses

The company's interim financial statements for the period ended June 30, 2025 (the interim statements), included $109,000 paid to Pure Defender Sanitizer Inc., recorded under prepaid expenses. However, this amount should have been classified as inventory instead of prepaid expenses, given that the payment related to physical products that were received by the company and are in the company's possession. The company acknowledges that an error was made in characterizing this amount and will correct this error in the next set of financial statements filed by the company on SEDAR+.

Advances to related parties

The company recorded $460,968 in the interim statements as advances to related companies, being Portofino Cosmetic Inc. and Criteria Management Ltd. Both Portofino and Criteria are entities wholly owned by Mr. Brown, the chief executive officer of the company. In restated interim financial statements for the period ended June 30, 2025, the company reclassified this amount to general and administrative expenses. The reclassification was required due to an accounting error when preparing the original interim statements.

For the period ended Dec. 31, 2025, advances to related parties showed a negative balance of $56,167, reflecting amounts advanced by Portofino Cosmetics ($20,000, payable in connection with the company's commercial office lease) and Criteria Management ($36,167, payable in connection with payroll for employees providing services to the company). The company acknowledges that these amounts should have been presented as current liabilities rather than as a negative asset balance and has committed to correcting the presentation in its year-end audited financial statements.

Portofino and Criteria are non-arm's-length parties of the company and the advances with each party constitute a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. The company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 as the advances do not represent more than 25 per cent of the company's market capitalization and the company is not listed on specified markets.

Other receivables

The interim statements included $34,913 recorded as other receivables in connection with private placements conducted in February and May, 2025. This amount arose from a difference between the net proceeds recorded in the company's working papers and the amounts received per the general ledger and was recorded as a subscription receivable. The company confirms that all subscription funds were in fact received and that the balance reflects a bookkeeping discrepancy. The company acknowledges that this amount continued to appear in its Dec. 31, 2025, interim financial statements. The company intends to correct this in its year-end audited financial statements and regrets any confusion caused by the inconsistent disclosures.

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 product 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.