Else Nutrition Announces Completion of $2 Million Unit Offering

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Distribution to U.S. news services or within the U.S. is prohibited

VANCOUVER, British Columbia, July 05, 2024 (GLOBE NEWSWIRE) — Els Nutrition Holdings Co., Ltd.baby) (Baby F) (0YL.F) (“other than that” or “company” is a plant-based nutritional food company for infants, toddlers and children.unit)of”Recruitment” Pursuant to the Offering, the Company issued a total of 13,245,033 Units at a price of US$0.151 per Unit, for gross proceeds of US$2,000,000.

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Each Unit will consist of one common share in the capital stock of the Company and one common share purchase warrant, with each warrant exercisable until July 5, 2029 to acquire one common share at a price of US$0.151.

The Company plans to use the net proceeds from this offering for research and development expenses, sales and marketing expenses, inventory acquisitions and general corporate purposes.

In connection with the offering, the Company paid a cash fee of $140,000 and issued 927,152 common stock purchase warrants to the Company’s independent advisor. The warrants issued to the advisor are exercisable to acquire shares at a price of $0.151 per share through July 5, 2029.

In connection with the offering, the Company has filed an amended and restated prospectus supplement dated June 28, 2024 amended and restated to a shortened base inventory prospectus dated November 10, 2023 with the securities commissions of each of the provinces of Canada, except Quebec. Copies of the supplement and the base inventory prospectus will be available on SEDAR+ at www.sedarplus.com.

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As announced on June 26, 2024, the Company will exercise its existing warrants issued in June 2022 (as amended in January 2024) and November 2023 (the “Existing Warrants”).Amended Warrants) are authorized to jointly purchase up to an aggregate of 15,857,142 common shares. The exercise price of the amended warrants will be reduced from C$0.485 to US$0.151 per common share and the expiration date of the amended warrants will be extended from November 21, 2028 to July 5, 2029. All other terms of the amended warrants will remain unchanged. The effective date of the amendment to the amended warrants is July 12, 2024.

This news release does 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered are subject to the United States Securities Act of 1933, as amended (the “US Securities Act”).US Securities
ActivitiesNo rights may be exercised under the United States Securities Act (the “U.S. Securities Act”) or the 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 any applicable securities laws of any state of the United States. “U.S.” and “U.S. person” are defined in Regulation S under the U.S. Securities Act.

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About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. (TSX: BABY, OTCQX: BABYF, FSE: 0YL) is an international expansion stage food and nutrition company focused on developing innovative, clean, plant-based food and nutrition products for infants, toddlers, children and adults. The company’s innovative plant-based and soy-free formulas are clean alternatives to dairy-based formulas. Since launching its complete plant-based nutritional formulas for toddlers made with whole foods, almonds, buckwheat and tapioca, the brand has received thousands of strong parent testimonials and reviews, gained support from retailers nationwide and achieved rapid sales growth.

Awards and Recognition:

• Winner of “Best Health & Diet Solution 2017” Award at the Global Food Innovation Summit in Milan
• Ranked #1 in Amazon’s new baby and toddler formula bestseller category in fall 2020
• “Best Dairy Alternative” Award, World Plant-Based Expo 2021
• Selected as a Nexty Award Finalist in the Plant-Based Lifestyle Category at Expo West 2022
• In September 2022, Else Super Cereal was the #1 best-selling baby cereal among all brands on Amazon.

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

For further information, please contact:
Hamutal Yitzhak, CEO, Co-Founder and Director
L’s Nutrition Holdings Co., Ltd.
Email: hamutaly@elsenutrition.com

Phone: +972(0)3-6445095

Soky Pua, Principal Director of Else Nutrition
Email: sokhiep@elsenutrition.com

Phone: 604-603-7787

Investor Relations Contact:

Alexandra Schild
Crescendo Communications LLC
Phone: 212-671-1020
Email: baby@crescendo-ir.com

TSX

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Statements

This press release contains statements that may constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are generally identified by words such as “will” or similar expressions. Forward-looking statements in this press release include statements regarding the use of proceeds from the offering and the effective date of the amended warrants. Such forward-looking statements reflect management’s current estimates, beliefs and assumptions based on management’s perception of current conditions and expected future developments, as well as other factors that management believes are appropriate in the circumstances. There can be no assurance that the foregoing will prove to be correct. The forward-looking statements made in this press release assume, among other things, that there will be no disruptions or supply chain issues, and that the manufacturing, brokerage and supply logistics agreements with the Company will not be terminated. 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 forward-looking statements, which reflect management’s expectations only as of the date of this press release. The Company undertakes no 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.

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