Mr. William Hogan reports

NEPRA FOODS ANNOUNCES CLOSING OF DEBT CONVERSION

Nepra Foods Inc. has closed the previously announced debt conversion transaction with William Hogan (the lender), pursuant to which it converted an aggregate of $487,849.10 (U.S.) in outstanding debt obligations for 6,969,273 common shares in the capital of the company. For further details on the conversion transaction, see the company's news release dated Feb. 11, 2026.

All common shares issued in connection with the conversion transaction are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation.

The lender is an insider of the company by virtue of being a director, the chief executive officer and its largest shareholder. Accordingly, the conversion transaction constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). The company is relying on the exemption from the formal valuation requirement set out in Section 5.5(b) of MI 61-101 on the basis that no securities of the company are listed or quoted on any of the prescribed exchanges set out therein. The company is relying on the exemption from the minority approval requirement set out in Section 5.7(1)(e) of MI 61-101. Each of the independent directors of the company (as determined in accordance with MI 61-101) in respect of the conversion transaction unanimously determined that the company is in serious financial difficulty, that the conversion transaction is designed to improve the financial position of the company and that the terms of the conversion transaction are reasonable in the circumstances of the company. The company did not file a material change report 21 days prior to the expected closing of the conversion transaction as the structure of the transaction had not been confirmed at that time.

About Nepra Foods Inc.

Nepra Foods is a specialty food company focused on innovative and proprietary allergen and gluten-free food ingredient technologies. The company supports food manufacturers globally with formulations, ingredients and technical support to produce the next generation of healthy, nutritious foods.

We seek Safe Harbor.'