Vancouver, British Columbia – TheNewswire - May 2, 2025 – Pangea Natural Foods Inc. (CSE: PNGA) (OTC: PNGAF) (“Pangea” or the “Company”) wishes to provide supplemental and corrective disclosure to the management information circular of the Company dated April 3, 2025 (the “Circular”) in respect of the Company’s annual general meeting of shareholders to be held on May 8, 2025 (the “Meeting”).

 

On October 31, 2024, MNP LLP (“MNP”) resigned as auditors of the Company at the request of the Company. Effective the same date, the board of directors of the Company, on the recommendation of the audit committee of the Company, approved the appointment of SHIM & Associates LLP (“SHIM”) as auditors of the Company. A copy of the “reporting package” (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) in respect of the change of auditors is attached to this news release.

 

The Circular and accompanying form of proxy sent to shareholders in connection with the Meeting erroneously stated that the purpose of the Meeting, among others, is to appoint MNP as the Company’s auditors for the ensuing fiscal year. As SHIM are the current auditors of the Company, shareholders will be asked at the Meeting to pass an ordinary resolution to appoint SHIM as auditors of the Company until the close of the next annual general meeting and to authorize the directors of the Company to fix the remuneration to be to be paid to the auditors. Accordingly, the persons named as proxyholder in the form of proxy delivered to shareholders intend to vote for the appointment of SHIM as auditors of the Company at the Meeting.

 

On Behalf of the Board of Directors

 

(signed) “Pratap Sandhu”

Pratap Sandhu

CEO, Corporate Secretary and Director

 

About Pangea Natural Foods Inc.

 

Pangea Natural Foods Inc. is a food manufacturing company focused on manufacturing and distributing high quality food products that are nutritious and free of GMO ingredients, fillers, antibiotics, hormones, and bioengineered ingredients.

 

For further information, please visit the Company’s website at www.pangeafood.com or contact:

 

Pangea Natural Foods Inc.

Pratap Sandhu, Chief Executive Officer

Telephone:     +1 (604) 765-8069

Email:            pratap@pangeafood.com

  

CHANGE OF AUDITORS

REPORTING PACKAGE

 

(see attached)

  

To:          MNP LLP, Chartered Professional Accountants  

SHIM & Associates LLP, Chartered Professional Accountants  

 

Re:          Pangea Natural Foods Inc. (the “Company”)  

Notice of Change of Auditor (the “Notice”)  

 

In compliance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure obligations (“NI 51- 102”), please be advised as follows:  

 

1. The Company has decided to change its auditor from MNP LLP, Chartered Professional Accountants, of 1021 West Hastings St, Suite 2200, Vancouver, BC, V6E 0C3, Canada, to SHIM Associates LLP, Chartered Professional Accountants, of Suite 900 – 777 Hornby Street, Vancouver, BC V6Z 1S4, Canada.   

 

1. The date of said change of auditor is October 31, 2024.  

 

1. MNP LLP, Chartered Professional Accountants, has resigned at the request of the Company.  

 

1. The resignation of MNP LLP, Chartered Professional Accountants, and the appointment of SHIM Associates LLP, Chartered Professional Accountants, have been approved by the Company’s Board of Directors.   

 

1. None of the reports of MNP LLP, Chartered Professional Accountants, on any of the Company’s financial statements relating to the “relevant period” (as such term is defined in section 4.11(1) of NI 51-102) expressed a modified opinion.   

 

1. There has not been a “reportable event” (as such term is defined in section 4.11(1) of NI 51-102), which occurred in connection with the audit of the financial years ended October 31, 2023, and October 31, 2022, or for any period subsequent thereto.   

 

Please review this Notice and prepare a letter identifying whether you agree, disagree and the reasons why, or have no basis to agree or disagree with each statement contained in this Notice, addressing your response to the relevant securities regulatory authorities (list of addresses attached hereto). Please deliver the response to the Company within seven (7) days from the date of this Notice.  

 

This Notice and your reply will be part of the reporting package that will be filed with the applicable regulator or relevant securities administrators.  

 

Dated this 12th day of November, 2024.  

 

PANGEA NATURAL FOODS INC.

 

/s/ Pratap Sandhu       

Pratap Sandhu

Chief Executive Officer

    

List of Addresses

 

Alberta Securities Commission         

Suite 600, 250 – 5th Street SW  

Calgary, Alberta T2P 0R4  

 

British Columbia Securities Commission  

P.O. Box 10142, Pacific Centre  

701 West Georgia Street  

Vancouver, British Columbia V7Y 1L2  

 

Ontario Securities Commission

20 Queen Street West, 22nd Floor  

Toronto, Ontario M5H 3S8  

  

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