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Boosh Plant-Based Brands Signs Letter of Intent to Acquire US Licensee Tahoe Nutrition

Vancouver, British Columbia - May 12, 2026 - Boosh Plant-Based Brands Inc. (CSE: VEGI) ("Boosh" or the "Company"), a premier plant-based brand in the "better-for-you" food sector, is pleased to announce that it has entered into a letter of intent (the "Letter Agreement") to acquire its U.S. licensee, Tahoe Nutrition, LLC ("Tahoe" or the "Vendor").

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 "Transaction"). The Letter Agreement is non-binding, and the Transaction remains subject to negotiation and execution of a definitive agreement (the "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 (the "CSE"), 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 August 31 across multiple states, the program feeds approximately 200,000 children weekly. In April 2026, the program processed approximately $2.18 million (USD) 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, CEO 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% 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, and subject to final capitalization and pricing under applicable CSE policies.

Pricing: The deemed price per share will be determined in accordance with CSE pricing requirements and will be based on the market price of the Company's shares at the time of execution of a Definitive Agreement and remain subject to applicable CSE policies.

Convertible Note: A $2.5 million USD 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% of gross revenues attributable to the acquired assets until cumulative payments reach $3 million USD, and 2.5% thereafter.

Working Capital: Boosh is in discussions to secure a $2.5 million to $5.0 million USD line of credit. 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 Bruce Sanders. "We are excited to join the public company to aggressively expand our footprint throughout the US and international markets."

Expanded Product Portfolio

The acquisition bolsters the "Boosh Snacks" portfolio, which currently includes:

Roasted Corn Nuggets: BBQ, 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 & Snacks: Vanilla Cinnamon Granola and Honey Cran Trail Mix.

On behalf of the Board of Directors,

Connie Marples

President & CEO

hello@booshfood.com

About Boosh Plant-Based Brands Inc.

Boosh Plant-Based Brands Inc., through its subsidiary Boosh Food, provides high-quality, non-GMO, 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.

Forward-Looking Statements

This news release contains certain "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "anticipate", "plan", "continue", "expect", "project", "intend", "believe", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar expressions, or statements that certain events or conditions "may" or "will" occur. These statements include, but are not limited to, the Company's ability to file its 2024, 2025, and 2026 financial statements, the successful revocation of the cease trade order, the resumption of trading of the Company's common shares on the Canadian Securities Exchange, the negotiation of debt and financing arrangements, and the projected royalty revenues from the U.S. Summer School program.

Forward-looking statements in this news release also include, without limitation, statements regarding the proposed Transaction, including the Company's ability to negotiate and enter into a definitive agreement, complete the Transaction on the terms contemplated or at all, obtain all necessary corporate, shareholder and regulatory approvals (including approval of the Canadian Securities Exchange), satisfy the conditions to closing, and successfully integrate the acquired business. Forward-looking statements also include statements regarding the anticipated structure of the Transaction, including the issuance of securities, potential dilution to existing shareholders, and the future ownership and governance of the Company.

These statements are only predictions and are based on management's current expectations and assumptions. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, the risk that the Transaction will not be completed as currently contemplated or at all, that the terms of the Transaction may change, that the Company may be unable to obtain the necessary financing or regulatory approvals, that the Canadian Securities Exchange may impose additional conditions or requirements, that shareholder approval may not be obtained, that trading in the Company's securities may not resume in a timely manner or at all, and that the anticipated benefits of the Transaction, including revenue generation and operational synergies, may not be realized as expected.

There can be no assurance that the Company will be successful in filing its financial statements, completing the Transaction, or that the Canadian Securities Exchange will approve the resumption of trading. The extent of dilution to existing shareholders and the resulting ownership of shareholders cannot be determined with certainty at this time and will depend on the final terms of the Transaction and applicable regulatory requirements.

The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.