Mr. Avtar Dhaliwal reports

MODERN PLANT BASED FOODS EXECUTES DEFINITVE AGREEMETN FOR THE ACQUISITION OF NORTHERN PACIFIC KAVIAR

Modern Plant Based Foods Inc. has entered into a definitive agreement to acquire 1407152 B.C. Ltd. doing business as Northern Pacific Kaviar. Northern Pacific Kaviar is a private company based in Richmond, B.C., engaged in the business of the development and ownership of vegan caviar product lines.

The acquisition is being made pursuant to a share exchange agreement among the company, Northern Pacific Kaviar and the shareholders of Northern Pacific Kaviar dated effective June 29, 2023. Pursuant to the share exchange agreement, the company will acquire 100 per cent the issued and outstanding securities of Northern Pacific Kaviar, consisting of common shares of Northern Pacific Kaviar and warrants entitling the holder to acquire Northen Kaviar shares. As consideration for the Northern Pacific Kaviar shares and the Northern Pacific Kaviar warrants and in accordance with and subject to the terms of the share exchange agreement, the company will issue to the shareholders of Northern Pacific Kaviar: (i) 1.6666666 common shares of the company for each Northern Pacific Kaviar share for an aggregate of 16,666,666 common shares; and (ii) 1.6666666 warrants to purchase common shares for each Northern Pacific Kaviar warrant for an aggregate of 16,666,666 replacement warrants, at a price of 12 cents per common share and replacement warrant, with each replacement warrant exercisable on at least 65 days written notice, to acquire one common share at an exercise price of 12 cents per common share until April 24, 2026, or for whichever price and term approved by the Canadian Securities Exchange.

The acquisition is subject to a number of conditions to close, including the approval of the CSE, and it is anticipated that the acquisition will close in the coming weeks. The company is at arm's length from Northern Pacific Kaviar and its shareholders. The acquisition neither constitutes a fundamental change, nor a change of business for the company, nor has it resulted in a change of control of the company within the meaning of applicable securities laws and the policies of the CSE.

About Modern Plant Based Foods Inc.

Modern Plant is a Canadian food company based in Vancouver, B.C., that offers a portfolio of plant-based products, including meat- and dairy-free alternatives, soups, and vegan snacks. Its products are available at select restaurants and retailers across Canada, including its own Modern Wellness bars located in Vancouver. The company takes a holistic approach to plant-based living, and understands the importance of providing nutritious and sustainable alternatives to consumers without sacrificing taste. The company wants people to feel good about the food they eat, which is why the company is deliberate in choosing ingredients free of soy, gluten, nuts and GMOs (genetically modified organisms).

The company's mission is to change the way food is produced and consumed for the benefit of people, animals and the environment by using natural plant-based ingredients.

We seek Safe Harbor.