Pangea Natural Foods Inc. announced a non-brokered private placement of up to 6,666,666 units at a price of CAD 0.15 per unit for aggregate gross proceeds of up to CAD 999,999.90 on October 30, 2023. Each unit shall consist of one common share in the capital of the company and one-half of one share purchase warrant, whereby each whole share purchase warrant shall enable the holder thereof to purchase an additional share at an exercise price of CAD 0.25 for a period of 24 months from the date of closing. The warrants will be subject to an accelerated expiry provision such that if the closing price of the shares is equal to or greater than CAD 0.35 on any Canadian stock exchange for a period of 10 consecutive days, the company will have the right to accelerate the expiry date of the warrants by issuing a press release or other form of notice, announcing that the warrants will expire at 4:30 p.m. on a date that is not less than 30 days from the date notice is given.

Closing of the first tranche of the Private Placement is anticipated to occur on or about November 7, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. The securities issued under the Private Placement will be subject to a statutory hold period in Canada expiring four months and one day from the Closing Date.