Mr. Willian Hogan reports
PRESS RELEASE FOR EARLY WARNING REPORT FILED
PURSUANT TO NI 62-103
On Feb. 24, 2026, William Hogan (the acquiror) acquired 6,969,273 common shares of Nepra Foods Inc. (the issuer) (Canadian Securities Exchange: NPRA) pursuant to a debt settlement agreement with the issuer, in which the parties agreed to convert all of the outstanding $475,000 (U.S.) principal amount of loan advances, together with accrued and unpaid interest and all other amounts outstanding owed by the issuer to the acquiror at a conversion price equal to 10 cents per common share, and has filed an early warning report advising of his holdings in the issuer.
Immediately prior to the completion of the loan conversion, the acquiror beneficially owned or otherwise exercised control or direction over 34,285,572 common shares representing approximately 28.86 per cent of the issued and outstanding common shares (on an undiluted basis, or approximately 24.28 per cent of the issued and outstanding common shares after taking into account the conversion of all issued and outstanding Class A multiple voting shares). Each Class A share is convertible into 100 common shares in accordance with the articles of the company.
Immediately following the loan conversion, the acquiror beneficially owns or otherwise exercises control or direction over 41,254,845 common shares, representing approximately 32.80 per cent of the issued and outstanding common shares (on an undiluted basis, or approximately 27.84 per cent of the issued and outstanding common shares after taking into account the conversion of all issued and outstanding Class A shares).
The acquiror holds securities of the issuer for investment purposes. The acquiror may acquire or dispose of additional common shares and/or other equity, debt or other securities, or instruments in the open market or otherwise and reserves the right, subject to applicable securities law, to dispose of any or all of its securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities.
The issuer's head office is located at 7025 S. Revere Parkway, Ste. 100, Centennial, Colo., 80112.
The acquiror is located at 13009 S. Parker Rd., box No. 131, Parker, Colo., 80134.
This press release is issued pursuant to early warning requirements of National Instrument 62-103 -- The Early Warning System and Related Take-over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters. A copy of the early warning report will appear with the issuer's documents under its profile on SEDAR+.
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