ELSE ANNOUNCES CLOSING OF US$300,000 PRIVATE PLACEMENT

VANCOUVER, BC, Feb. 21, 2025 /CNW/ - ELSE NUTRITION HOLDINGS INC. (TSX: BABY) (OTCQX: BABYF) (FSE: 0YL) (the "Company") announces that further to its news release dated January 23, 2025, it has closed a third tranche of a private placement pursuant to an amended and restated convertible security funding agreement (the "Funding Agreement") with Lind Global Fund II, LP, an entity managed by The Lind Partners, LLC, a New York-based institutional fund manager, for proceeds of US$300,000.

Pursuant to the closing, the Company issued a convertible security (the "Third Convertible Security") with a two-year term and a face value of US$375,000, and 62,165,217 common share purchase warrants exercisable into common shares in the capital of the Company ("Shares") for a period of 48 months from the date of issuance at an exercise price of C$0.0201 per Share. Pursuant to the Funding Agreement, the face value of the Third Convertible Security may be increased by an additional US$375,000 for further proceeds of US$300,000 on or before April 1, 2025.

The Third Convertible Security has a 24-month maturity date and will be convertible into Shares after completion of a 120 day lock-up period.  Lind will be able to convert 1/20^th of the face value each month at a conversion price equal to the greater of (i) 80% of the five-day volume weighted average price of the Shares immediately prior to each conversion and (ii) the five-day volume weighted average price of the Shares less the maximum allowable discount pursuant to section 607(e) of the TSX Company Manual, applicable at the time of conversion, subject to a right to increase conversions in certain circumstances. The outstanding face value of the Second Convertible Security, after 180 days, may be repaid in cash at the discretion of the Company, with a 5% premium (the "Buy-Back Right").  Should the Company exercise its Buy-Back Right, Lind would have the option to convert up to 33.3% of the face value of the Second Convertible Security into Shares.

Under the terms of the Funding Agreement, the Company has the right to draw a further $300,000 on or before July 1, 2024 in exchange for the issuance of an additional convertible security with a face value of US$375,000 (the "Fourth Convertible Security") with substantially the same terms as the Third Convertible Security, which Fourth Convertible Security, if issued, may be increased by US$375,000 for further proceeds of US$300,000 on or before October 1, 2025. No warrants would be issued in connection with the Fourth Convertible Security.

The proceeds from the issuance of the Third Convertible Security and the Fourth Convertible Security, if issued, will be applied to general working capital. 

The Company has obtained approval of Toronto Stock Exchange ("TSX") for the transactions described above.  Shares issued pursuant to any conversions would be issued under TSX private placement rules and would not be freely tradable for four months and one day following closing and would be subject to restrictions under applicable Canadian and United States securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. is a food and nutrition company in the international expansion stage focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formulas. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat, and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth.

Awards and Recognition:

• "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit
• #1 Best Seller on Amazon in the Fall of 2020 in the New Baby & Toddler Formula Category
• "Best Dairy Alternative" Award 2021 at World Plant-Based Expo
• Nexty Award Finalist at Expo West 2022 in the Plant-Based lifestyle category
• During September 2022, Else Super Cereal reached the #1 Best Seller in Baby Cereal across all brands on Amazon

For more information, visit www.elsenutrition.com or @elsenutrition on Facebook and Instagram.

About The Lind Partners

The Lind Partners manages institutional funds that invest in small-cap and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind's multi-strategy funds make direct investments up to US$30 million, invest in syndicated equity placements and selectively buy on market. Having completed more than 200 direct investments, totaling over US$2 billion in transaction value, Lind's funds have been flexible and supportive capital partners to investee companies since 2011.

Caution Regarding Forward-Looking Statements

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "will" or similar expressions. Forward-looking statements in this press release include but are not limited to, statements with respect to the use of funds in respect of the Third Convertible Security. These forward-looking statements are made as of the date of this press release. Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Although the Company believes the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, variations in market conditions; currency exchange rates; the Company's ability to obtain any necessary permits, consents or authorizations required for its activities; the Company's ability to access further funding, to continue its projected growth, or to be fully able to implement its business strategies. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements.  Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's expectations only as of the date of this press release.  The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Else Nutrition Holdings Inc.