Mr. Kory Zelickson reports

VEJI HOLDINGS ENTERS INTO DEFINITIVE AGREEMENT WITH KETO CAVEMAN FOODS

Veji Holdings Ltd. has entered into an amalgamation agreement dated Oct. 25, 2023, with Keto Caveman Foods Inc. and BC1420516 B.C. Ltd. (Subco), a wholly owned subsidiary of the company, pursuant to which the company will acquire all of the issued and outstanding securities of Keto by way of three-cornered amalgamation.

Veji's president and chief operating officer, Darren Gill, commented: "We are very excited to work with the Keto Caveman team and bring the value of this incredible business to our dedicated shareholders. We see a strong growth opportunity with this brand not only here in the Vancouver market but across Canada and beyond."

Veji's management team anticipates leveraging its technology, vendor partners, services providers and distribution expertise to enhance and integrate Keto's products through its existing platform. The company will identify and execute additional operational synergies that will enable Keto's products to reach a wider audience through enhanced marketing and leveraging a broader distribution network.

Veji's co-founder and CEO, Kory Zelickson, comments, "Having completed our corporate restructuring and audit, and on behalf of our management team and board, I'm pleased to announce signing of the agreement with Keto and look forward to closing and next steps with towards integrating operations without platform."

Terms of the proposed transaction

The transaction will be effected by way of a three-cornered amalgamation, pursuant to which Keto and Subco will amalgamate to form a new amalgamated entity, which will continue as a wholly owned subsidiary of the company.

At the time of closing of the amalgamation, each common share of Keto will be exchanged for 1.06552 common shares of the company, with the effect that an aggregate of approximately 43,947,545 common shares of the company will be issued to the former shareholders of Keto on closing. Of such shares: (i) 12,786,240 consideration shares will be subject to resale restrictions expiring as follows: (A) 10 per cent three months following the closing; (B) 15 per cent six months following the closing; (C) 15 per cent 12 months following the closing; (D) 15 per cent 18 months following the closing; (E) 15 per cent 24 months following the closing; (F) 15 per cent 30 months following the closing; and (G) 15 per cent 36 months following the closing, and (ii) 31,161,305 consideration shares will be subject to resale restrictions expiring as follows: (A) 10 per cent on the closing; (B) 22.5 per cent six months following the closing; (C) 22.5 per cent 12 months following the closing; (D) 22.5 per cent 18 months following the closing; and (E) 22.5 per cent 24 months following the closing.

Closing is subject to certain conditions, including, but not limited to: (i) the receipt of all necessary consents, waivers and approvals, including the necessary filings and approval of the Canadian Securities Exchange (the CSE); (ii) there having been no material adverse effect occurring with respect to the company or Keto; (iii) the shareholders of Keto approving the transaction and the agreement at a special meeting of Keto shareholders to be for that purpose; and (iv) other closing conditions customary for transactions of this nature.

In connection with the closing, Richard Kelly will step down from the board, to be replaced by Bahram Heidari, CEO of Keto.

The transaction will be carried out pursuant to the terms outlined in the agreement, a copy of which will be filed on Veji's SEDAR+ profile. The above description of the terms of the transaction is qualified in its entirety by reference to the full text of the agreement.

About Veji Holdings Ltd.

The company is a reporting issuer in Canada and is listed on the Canadian Securities Exchange under the symbol VEJI and on the OTC under the symbol VEJIF.

We seek Safe Harbor.