An anonymous director reports

PARCELPAL ANNOUNCES CONSULTING AGREEMENT, DEBT SETTLEMENT AND COMPENSATION SHARES

Parcelpal Logistics Inc. has retained Richard Underhill with respect to the company's previously announced non-binding letter of intent (see news release dated Jan. 30, 2024) to assist the company in developing its warehousing business division and the provision of ant-mining, crypto mining, related machinery, warehousing and related crypto services (warehousing division) pursuant to the terms of a consulting services agreement.

The agreement provides that Mr. Underhill will be paid a fee of $10,000 (U.S.) per month for a period of three months retroactive to Jan. 1, 2024, subject to a potential one-month extension, which shall be paid in common shares of the company as per the mutual agreement of Mr. Underhill and the company through the end of March, 2024. Upon the consummation of the first fully functioning warehouse facility for the new warehouse division, Mr. Underhill shall also be compensated five million shares under the terms of the agreement, and a further five million shares upon the establishment of such additional crypto mining facilities under the terms of the agreement. All such shares issuable hereunder are referred to herein as the establishment shares. Pursuant to the terms of the agreement, upon consummation of the transactions, including entry into the definitive agreements, relating to the establishment of the first facility for the warehousing division, such other material terms, once effective, shall promptly be disclosed by the company in subsequent releases and public filings with SEDAR+ and the Securities and Exchange Commission.

The shares will be issued pursuant to the prospectus exemptions provided under sections 2.24 of National Instrument 45-106 -- Prospectus Exemptions. The establishment shares are subject to a hold period of four months and one day. All shares issuable under the agreement will be issued at a price per share equal to the 20-day volume weighted average price at the time of issuance as provided by the applicable securities laws, rules and policies of the Canadian Securities Exchange.

The company also announces that it has agreed to issue 10 million shares at a price of one cent per share (the volume-weighted average price for the previous 20 trading days as determined by the exchange) for prior legal and advisory service provided to the company in the aggregate amount of $100,000. All securities issued in connection with this payment for legal services will be subject to a statutory hold period expiring four months and one day (or six months and one day under United States securities law) after the date of issuance as set out in National Instrument 45-102 -- Resale of Securities, unless sooner registered with the Securities and Exchange Commission.

The company also announces the issuance of an aggregate of 6.7 million common shares in the capital of company to certain officers and directors of the company (compensation shares). The shares are being issued at a price of five cents per share, in accordance with policies of the Canadian Securities Exchange. All compensation shares issued are subject to a four-month-and-a-day hold period.

The issuance of the compensation shares constitutes a related party transaction as this term is defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions (MI 61-101). The issuance of the shares was exempt from the valuation requirement of MI 61-101 by the virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) as the value of the shares issued did not exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the bonus shares transaction as the details and amounts of the bonuses were not finalized until closer to the closing and the company wished to close the transaction as soon as practicable, which the company deems reasonable.

About Parcelpal Logistics Inc.

Parcelpal is a Vancouver, British Columbia-based, company that specializes in last-mile delivery service and logistics solutions. The company is a customer-driven, courier and logistics company connecting people and businesses through its network of couriers. Some of its verticals include pharmacy and health, meal kit deliveries, retail, groceries, and more.

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