Mr. Bill Murray reports

GFI ANNOUNCES CLOSING OF SALE OF CERTAIN ASSETS OF YOFIIT AND SHARE REPURCHASE TRANSACTION

Global Food and Ingredients Ltd. has completed the previously announced sale of certain assets of its subsidiary, GFI Brands Inc., as they relate to the division of Yofiit, a premium plant-based milk and snack food operation, to 14901100 Canada Inc., a corporation controlled by Marie Amazan and Felix Amazan, the former owners (the purchasers).

In accordance with the asset purchase agreement (APA) dated May 1, 2023, between Global Food and the purchasers, the aggregate purchase price of $2,978,000 for the purchased assets was satisfied by: (i) the issuance by the purchasers of a note in the principal amount of $2.7-million in favour of Global Food; and (ii) the share repurchase amount (as defined below).

Details of the transaction

In accordance with the terms of the note, the purchasers will have an interest holiday period until the day that is 18 months from the closing, following which the note will bear interest at 10 per cent per annum on any outstanding amounts. If any principal amount owning under the note remains outstanding following the interest holiday period, the company will be entitled to a royalty of the purchaser's quarterly sales, with the royalty percentage adjusted according to the outstanding amount owing under the note. The note will mature 36 months from closing and be secured against the purchased assets, inventory of the business and other assets of the purchasers pursuant to a general security agreement entered into between the parties.

In addition, the parties executed an inventory purchase agreement whereby the Yofiit products will continue to be held by Global Food at closing and sold to the purchasers over a period of six months following closing.

Simultaneously with the closing of the transaction, Global Food entered into a share purchase agreement with Ms. Amazan and Mr. Amazan to repurchase for cancellation an aggregate of one million shares in the capital of Global Food, on a non-cash basis for a deemed aggregate purchase price of $278,000.

The transaction constitutes a related party transaction of Global Food, within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as Ms. Amazon is the co-founder and president of YoFiit. The company determined that the transaction is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively.

About Global Food and Ingredients Ltd.

Global Food is a fast-growing Canadian plant-based food and ingredients company, connecting the local farm to the global supply chain for peas, beans, lentils, chickpeas and other high-protein specialty crops. Global Food's vision is to become a vertically integrated farm-to-fork plant-based company providing traceable, locally sourced, healthy and sustainable food and ingredients. Global Food is organized into four primary business lines: pea protein inputs, plant-based ingredients, plant-based pet food ingredients and plant-based consumer goods. Headquartered in Toronto, Global Food buys directly from its extensive network of farmers, processes its products locally at its four wholly owned processing facilities in Western Canada and ships to 37 countries across the world.

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