Mr. Chadwick White reports

NEPRA FOODS ANNOUNCES PARTIAL REVOCATION OF CEASE TRADE ORDER AND PROPOSED SECOND TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

The B.C. Securities Commission has issued a partial revocation order of the cease trade order issued by the BCSC, which cease trade order also evidenced the decision of the Ontario Securities Commission on Oct. 6, 2023.

The partial revocation permits the company to complete the second tranche of the private placement of units previously announced on Sept. 13, 2023. The partial revocation permits the company to issue up to 13,714,760 units at a price of five cents per unit for aggregate gross proceeds of up to $685,738. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional share, at an exercise price of 10 cents per warrant share for a period of two years from the date of issuance.

The company expects the units issued under the second tranche to be issued to certain investors located in the state of Colorado and the province of Alberta. The company intends to rely on prospectus exemptions provided for under Section 2.3 (Accredited Investor) and Section 2.5 (Family, Friends and Business Associates) of National Instrument 45-106 (Prospectus Exemptions) to complete the second tranche.

The company intends to use the proceeds of the second tranche to satisfy pressing accounts payable, prepare and file outstanding continuous disclosure documents with the applicable securities regulators with a view to obtaining a full revocation order, and provide the company with sufficient working capital to continue its operations until it has obtained a full revocation of the cease trade order.

The securities (as defined below) to be issued in connection with the private placement will be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities laws.

About Nepra Foods Inc.

Nepra Foods is grounded in a passion for food. It believes eating healthy should be easy. Everybody deserves food options that are truly nutritious and taste good. Food should be allergen free so that everyone in the family can enjoy eating it together. Plant-based foods can offer high-quality nutrition and taste great while maintaining a low-carb profile. Nepra Foods is on a mission to make healthy, enjoyable food for everybody.

We seek Safe Harbor.