Ms. Connie Marples reports

BOOSH PLANT-BASED BRANDS SIGNS LETTER OF INTENT TO ACQUIRE US LICENSEE TAHOE NUTRITION

Boosh Plant-Based Brands Inc. has entered into a letter of intent to acquire its U.S. licensee, Tahoe Nutrition LLC.

The letter agreement outlines the proposed acquisition by the company of all or substantially all of the assets, operations and intellectual property of Tahoe. The letter agreement is non-binding, and the transaction remains subject to negotiation and execution of a definitive agreement that will govern the terms of the transaction. There can be no assurance that a definitive agreement will be entered into or that the transaction will be completed.

The structure of the transaction remains subject to review by the Canadian Securities Exchange and the company expects that the CSE may impose additional conditions or requirements, including requirements relating to disclosure, securityholder approval or other matters applicable to major acquisitions under CSE policies.

Tahoe is the exclusive U.S. licensee for the Boosh and Beanfields brands and recently secured a five-year contract to supply Boosh better-for-you snacks to a U.S. summer school program. Operating from April 1 to Aug. 31 across multiple states, the program feeds approximately 200,000 children weekly. In April, 2026, the program processed approximately $2.18-million (U.S.) in gross orders. These order volumes do not necessarily represent recognized revenue of Tahoe or the company.

"Our team has been working diligently to bring this transaction to fruition for the benefit of our shareholders and our brands," stated Connie Marples, chief executive officer of Boosh. "Tahoe founders Tran and Bruce Sanders bring extensive experience in operations and supply chain management. Combining our brand equity with their operational excellence is a match made in heaven."

Key terms of the proposed transaction

The proposed transaction includes the following key components:

• Equity consideration: The company expects to issue such number of common shares to the vendor as will result in the vendor holding approximately 50 per cent of the fully diluted shares of the company upon completion of the transaction. Based on the company's current capitalization, this would result in significant dilution to existing shareholders. The proposed valuation and consideration are indicative only and remain subject to negotiation and determination in the definitive agreement in accordance with applicable CSE policies as well as final capitalization and pricing under applicable CSE policies.
• Pricing: The deemed price per share will be determined in accordance with CSE pricing requirements, will be based on the market price of the company's shares at the time of execution of a definitive agreement and remains subject to applicable CSE policies.
• Convertible note: A $2.5-million (U.S.) convertible note is expected to be issued in respect of inventory and production costs. The terms of the convertible note, including conversion mechanics, will be determined in the definitive agreement.
• Revenue participation: Tahoe is expected to receive a royalty equal to 5 per cent of gross revenues attributable to the acquired assets until cumulative payments reach $3-million (U.S.) and 2.5 per cent thereafter.
• Working capital: Boosh is in discussions to secure a line of credit for $2.5-million (U.S.) to $5-million (U.S.). A portion of the proceeds is expected to satisfy certain inventory-related obligations, with any balance to be repaid through cash payments or equity, as determined in the definitive agreement.

The transaction is an arm's-length transaction. The description of the transaction contained herein is a summary only; further details of the transaction, including the particulars of the definitive agreement, will be provided in subsequent news releases.

Upon completion of the transaction, the vendor is expected to become a significant shareholder of the company and may be considered a control person within the meaning of CSE policies, depending on final ownership and governance arrangements. The company expects that existing shareholders will retain voting control of the company following completion of the transaction. It is also expected that a nominee of the vendor, Bruce Sanders, will join the company's board of directors, subject to receipt of all required regulatory approvals, including approval by the CSE.

Conditions to completion

The transaction remains subject to a number of conditions, including the completion of satisfactory due diligence, negotiation and execution of a definitive agreement, receipt of all required corporate, shareholder and regulatory approvals (including approval of the CSE), the revocation of the company's current cease trade order, and the resumption of trading of the company's common shares on the CSE.

The company expects that shareholder approval will be required in connection with the transaction in accordance with CSE policies.

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

"Over the past year, we have seen the incredible potential of the Boosh and Beanfields brands," said Mr. Sanders. "We are excited to join the public company to aggressively expand our footprint throughout the U.S. and international markets."

Expanded product portfolio

The acquisition bolsters the Boosh snacks portfolio, which currently includes:

• Roasted corn nuggets: barbecue, cajun and ranch;
• Roasted sunflower kernels: salted and honey;
• Roasted chickpeas: salted and ranch;
• Pita chips: salted and cheesy pizza;
• Soft-bite cookies: apple cinnamon, cranberry vanilla and raspberry lemon;
• Breakfast and snacks: vanilla cinnamon granola and honey cran trail mix.

About Boosh Plant-Based Brands Inc.

Boosh Plant-Based Brands, through its subsidiary, Boosh Food, provides high-quality, non-GMO (genetically modified organism) and gluten-free nutritional comfort foods. The company is a specialist in the better-for-you snacking sector. Its subsidiary, Beautiful Beanfields, owns the premier Beanfields brand, known for its nutritious, allergen-friendly snacks previously sold in over 7,000 stores across North America.

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