23:12:12 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Komo Plant Based Foods Inc (2)
Symbol YUM
Shares Issued 11,662,799
Close 2024-02-09 C$ 0.015
Market Cap C$ 174,942
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Komo enters LOI with Crestfield for reverse takeover

2024-02-10 02:46 ET - News Release

Subject: Press release for immediate release Word Document

File: '\\swfile\EmailIn\20240209 193138 Attachment KOMO CRESTFIELD RTO .docx'

KOMO PLANT BASED FOODS INC. ENTERS INTO RTO AGREEMENT

Vancouver, B.C. - February 9, 2024: Komo Plant Based Foods Inc. (CSE: YUM) (OTC Pink: KOMOF) (FRA:9HB) (the "Company"), announces that on February 8 2024 the Company entered into a binding letter of intent with Crestfield Copper Inc. ("Crestfield"), outlining the terms of a proposed reverse takeover transaction (the "Transaction"). Upon completion, the Transaction will result in Crestfield becoming a wholly-owned subsidiary of Komo, and Komo will change its name and adopt the business of Crestfied. Crestfield's shareholders will exchange 100% of the issued and outstanding common shares of Crestfield for common shares of Komo.

Crestfield is a private British Columbia corporation in the business of acquiring, exploring, and developing mineral resource properties. Crestfield currently holds the exclusive option to purchase a 100% interest in and to a group of mining claims on federal land and a certain mineral exploration permit from the Arizona State Land Department mining claims known as the Cruce Copper-Gold Project located in Arizona, USA. Crestfield is also in the process of acquiring a copper-gold project in Canada.

The Transaction is intended to be executed through a share exchange, arrangement, amalgamation, or such other structure as agreed upon by both parties, with the primary goal of minimizing negative tax implications and aligning with strategic business objectives. The completion of the Transaction is subject to the determination of an appropriate structure, due diligence by both parties, regulatory approvals, the sale of the Company's operating subsidiary, regulatory approvals including the approval of the Canadian Securities Exchange (CSE), amendment or conversion of existing debentures on terms satisfactory to Crestfield, and other customary closing conditions.

The mutual due diligence period ends on February 25, 2024, with the aim of finalizing a long-form agreement by March 1, 2024 (the "Long Form Agreement"). The closing of the Transaction is anticipated no later than May 15, 2024, subject to satisfaction of all closing conditions.

Financing

Prior to closing, the parties must raise a minimum of $2,000,000 through the issuance of non-flow flow-through units at a price of $0.40 per unit, and flow-through shares at a price of $1.00 per share. Finders fees of 8% cash and 8% warrants to purchase common shares at $0.40 per share will be payable to finders pursuant to the financing. No other finders fees are payable with respect to the Transaction.

Fundamental Change

Upon completion, the Transaction is expected to constitute a "Fundamental Change" as defined by the CSE, requiring exchange approval and potentially the approval of Komo shareholders.

Non Arms-Length Transaction

William White, who is the CEO, President and Director of the Company, is also a director and shareholder of Crestfield. The Transaction will be a related party transaction and may require compliance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

Share Consolidation

As part of the Transaction, the Company will consolidate its outstanding share capital at the ratio of one common share of the Company for every 20 existing Company common shares. All outstanding convertible securities of the Company shall correspondingly be adjusted.

Further details regarding the Transaction, including the consolidation ratio and the final structure, will be disclosed in subsequent communications as they become finalized.

About Komo Plant Based Foods Inc.

The Company's subsidiary, Komo Plant Based Comfort Foods Inc., previously operated a premium plant-based food company that develops, manufactures, and sells a variety of plant-based frozen meals.

For further information, please contact:

William White, President & CEO, Komo Plant Based Foods Inc.

will@komoeats.com

1+877-469-6668

The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Company's future performance. The use of any of the words and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company management's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Company's ability to attract a buyer for its operating subsidiary, projected revenues, its projected expenses, its ability to raise capital, and its expectation as to the continued increase in the number of retailers and consumers of its products constitute forward- looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statements made in this press release are made as of the date hereof. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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