Mr. William Hogan reports

NEPRA FOODS ENTERS LETTER OF INTENT TO ACQUIRE IDAHO BOTTLING AND WATER ASSETS, ADVANCING VERTICAL INTEGRATION STRATEGY

Nepra Foods Inc. has entered into a non-binding letter of intent (LOI) to acquire substantially all of the assets of Tsceminicum Bottling Company LLC, operating as Artesian Fusion, on April 1, 2026.

The proposed transaction includes a bottling and co-packing facility located in Lewiston, Idaho, together with associated equipment, customer relationships and water rights, including access to an artesian water source. The transaction is expected to involve total consideration of approximately $1.5-million (U.S.), structured to include an upfront cash component, a seller-financed balance and contingent consideration tied to operational performance.

The transaction is structured as an asset purchase. While the LOI is non-binding, the company intends to proceed with due diligence and negotiation of definitive agreements with the objective of completing the acquisition.

Nepra has historically operated within the ingredient and formulation segment of the food system. This proposed acquisition represents a deliberate step toward expanding into owned production infrastructure.

If completed, the transaction would:

• Enable direct participation in beverage manufacturing and co-packing;
• Reduce reliance on third party manufacturing partners;
• Expand the company's ability to support both internal product development and external customer programs.

The company views ownership of production assets as a means to improve operational control and flexibility relative to its current model.

Operational plan and validation

The LOI includes a defined trial period during which the parties intend to operate under a supply and manufacturing arrangement. This period is expected to allow Nepra to evaluate the facility's capabilities, confirm operational alignment and assess commercial opportunities prior to finalizing the transaction. Subject to satisfactory results from this process, Nepra intends to pursue the execution of definitive agreements and integration planning; however, there can be no assurance that such agreements will be entered into or that the transaction will be completed.

Billy Hogan, chief executive officer of Nepra Foods, stated: "This opportunity reflects a natural progression in our business model. This potential acquisition represents a step toward owning production infrastructure that can support both our products and our partners."

Conditions to completion

Completion of the proposed transaction remains subject to:

• Completion of satisfactory due diligence;
• Negotiation and execution of definitive agreements;
• Receipt of all required regulatory and Canadian Securities Exchange approvals;
• Satisfaction of customary closing conditions.

There can be no assurance that the transaction will be completed as proposed or at all.

Conclusion

This proposed acquisition reflects Nepra's broader strategy of building a more integrated operating platform that combines product development, ingredient capabilities and production infrastructure. By advancing this initiative through a structured and phased approach, the company aims to expand its operational capabilities while maintaining financial discipline. This transaction, if completed, would represent an important step in positioning Nepra to support both internal growth initiatives and external customer opportunities.

About Nepra Foods Inc.

Nepra Foods is a vertically integrated functional wellness company delivering clean-label solutions. The company partners with category leaders, emerging brands and technology innovators to build resilient, ethically driven supply chains and bring advanced food solutions to market.

From early-stage product development through large-scale commercialization, Nepra provides tailored capabilities, including formulation, ingredient technology, co-manufacturing, e-commerce management and retail distribution. The company collaborates with leading agricultural technology (agritech) partners to translate innovation into real-world applications, supporting the development of high-quality, nutritious products.

Nepra is committed to expanding the reach of forward-thinking food brands while advancing more sustainable and responsible industry practices, delivering solutions that benefit consumers, producers and the environment.

We seek Safe Harbor.