ELSE NUTRITION HOLDINGS INC. (BABY) (BABYF) (0YL.F) ("Else" or the "Company"), the Plant-Based baby, toddler, and children nutrition company today announces that it has closed its previously announced offering of Units (the “Units”) of the Company (the “Offering”). Pursuant to the Offering, the Company issued a total of 13,000,000 Units at a price of C$0.385 per Unit for gross proceeds of C$5,005,000.

Each Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one common share at a price of C$0.485 until November 21, 2028.

The Company plans to use the net proceeds from the Offering to fund research and development, fund sales and marketing, acquire inventory, and for general corporate purposes.

A.G.P. Canada Investments ULC acted as the sole agent and bookrunner for the Offering and received a cash commission equal to 7% of the aggregate gross proceeds of the Offering and 650,000 common share purchase warrants exercisable at $0.485 per share until November 21, 2026.

In connection with the Offering, the Company filed a prospectus supplement dated November 21, 2023, to its short form base shelf prospectus dated November 10, 2023, with the securities commissions in each of the provinces of Canada, excluding Quebec. Copies of the supplement and the base shelf prospectus are available on SEDAR+ at www.sedarplus.ca.

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

About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. (TSX: BABY, OTCQX: BABYF, FSE: 0YL) 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
  
  

Investor Relations Contact:

Alexandra Schilt
Crescendo Communications, LLC
Office: (212) 671-1020 Ext: 305
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

TSX

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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 statements with respect to the use of the proceeds from the Offering. 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. No assurance can be given that the foregoing will prove to be correct. Forward-looking statements made in this press release assume, among others, the expectation that there will be no interruptions or supply chain failures as a result of COVID-19 and that the manufacturing, broker, and supply logistic agreement with the company does not terminate. 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.