Mr. Maximilian Justus reports

GROUNDED PEOPLE ANNOUNCES FIRST TRANCHE CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Grounded People Apparel Inc. has closed the first tranche of its non-brokered private placement through the issuance of 625,000 units at a price of 80 cents per unit for gross proceeds of $500,000. Each unit consists of one common share of the company and one transferable share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share for a period of five years from issuance at a price of $1 per warrant share. The company may close further tranches of the private placement on or before May 17, 2024, to raise gross proceeds of up to $3-million.

The net proceeds from the private placement will be used for working capital and general corporate purposes of the company. Apart from the administrative shares (as defined below), no other finders' fees or commissions were paid in connection with completion of the first tranche.

Pursuant to applicable securities laws, all securities issued under the first tranche are subject to a statutory hold period until Aug. 18, 2024.

Early warning report disclosure

Under the first tranche, Right Season Investments Corp. acquired 312,500 units of the company, totalling an investment of $250,000. Prior to completion of the first tranche, Right Season held 4,811,508 shares in the capital of the company and 4,811,508 share purchase warrants, representing approximately 20 per cent of the issued and outstanding shares (or 9,623,016 shares representing approximately 28 per cent of the issued and outstanding shares on a partially diluted basis assuming exercise of all warrants held by Right Season).

Following completion of the first tranche, Right Season holds 5,124,008 shares and 5,124,008 share purchase warrants, representing approximately 20.30 per cent of the issued and outstanding shares (or 10,248,016 shares, representing approximately 28.88 per cent of the issued and outstanding shares on a partially diluted basis assuming exercise of all warrants held by Right Season).

Right Season has acquired the units for investment purposes. Right Season intends to evaluate these holdings and increase or decrease its investment in the company as circumstances warrant.

This news release is being issued in accordance with National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues) in connection with the filing of an early warning report. The early warning report respecting the acquisition will be filed on SEDAR+ under the company's profile.

Multilateral Instrument 61-101 disclosure

In connection with the first tranche closing, the company issued 12,500 shares to Amalfi Corporate Services Ltd. in consideration for administrative services rendered in connection with the private placement. Amalfi is a private company controlled by Geoff Balderson. Mr. Balderson serves as chief financial officer, corporate secretary and a director of the company, and the issuance of the administrative shares to Amalfi is considered to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the issuance of the administrative shares issued to Amalfi does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

About Grounded People Apparel Inc.

Grounded People, based in Vancouver, B.C., Canada, is an innovative apparel company focused on delivering high-quality products to its customers that are 100 per cent PETA approved vegan. The company is primarily engaged in the business of fair trade and sustainable and Earth-conscious fashion. The company's initial products, which launched in the fourth quarter of 2021, were its high-top and low-cut canvas sneakers, which are made from sustainable, ethically sourced and produced materials, and are manufactured by fair trade workers in a 100-per-cent-vegan manufacturing facility, which is located in Brazil.

In addition to its commitment to a fashion industry that reduces waste and environmental impacts, the company aims to create a meaningful positive impact on the world through its LACES campaign. The LACES campaign provides consumers an option to select a specific set of shoelaces to accompany their footwear purchase, the colour of which is associated with one of the charities the company has committed to support, whereby all profits from the sale of shoelaces will be donated correspondingly.

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