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Purely Canada Foods & Above Food and Ingredients Announce Merger to Create Next Generation Plant Protein Ingredients, and Consumer Products for North American and European Consumers as well as the Global Ingredient Supply Market





Regina, Saskatchewan - TheNewswire - October 8 , 2020 - Purely Canada Foods(TM) ("Purely Canada") and Above Food Inc. dba Above Food and Ingredients ("Above Food") today announces a planned merger that is set to disrupt the plant-based meat and dairy analog markets with their next generation plant protein ingredient and consumer brands.

Purely Canada and Above Food have today, executed, a Memorandum of Understanding ("MOU") that will merge the business operations of these two companies into one amalgamated entity. The terms and conditions of this merger, including finalizing fair market valuations and completing due diligence, will be completed in a definitive Share Purchase Agreement ("SPA"), subject to any required regulatory approvals.

Purely Canada is a recognized wholesale plant-based protein ingredient provider in Canada. With a vertically integrated agri-foods business, including Canada's largest certified organic facility, Canada's fifth largest inland grain terminal, railway infrastructure private railcar fleet, and strategic farm acres, ensuring a best-in-class plant protein supply chain. Purely Canada purchases, processes, transports and merchandizes Identity Preserved Ingredients from Saskatchewan and Alberta to customers around the globe.

Above Food is a plant protein food business that develops and distributes delicious, and densely nutritious plant-based alternatives to meat and dairy through their proprietary Whole-Plant Protein Formulations.

Purely Canada is already a successful global leader in trading premium branded Identity Preserved proteins and ancient grains in North America, Asia, Europe, and Africa with a long history of quality products that are cultivated and processed sustainably. This merger enables the combined entity to address the growing industry and consumer demand for whole food ingredients and products that work to improve human health, tackle climate change, reduce the consumption of natural resources, and benefit the welfare of animals.

It is these factors that have driven massive growth in the plant-based food market. In the United States alone, grocery sales of plant-based foods that directly replace animal products have grown 29% in the past two years to $5 billion. As a comparison, general retail food sales grew 2.2% in 20191.

"We're creating something truly unique in this increasingly competitive market" said Tyler West, CEO of Purely Canada. "We're confident that partnering our scaled farming, processing, and distribution expertise in plant proteins, with the world-class culinary, human sciences, and consumer product innovation of Above Foods is a perfect match."

And it is a sentiment echoed on both sides of the partnership. "When the opportunity to partner came up we immediately saw the strategic advantage of combining each of our unique knowledge bases and our shared passion for driving the food industry toward a future of sustainable, natural foods," reflected Martin Williams, President and Chief Innovation Officer of Above Food "120 years of experience with the ideal ingredients for plant-based meat and dairy alternatives? No one can rival that deep and intimate understanding. We collectively know more about the power of plants for human health, at scale, than any other player in the space."

Not All Protein is Created Equal

The first brand for this combined entity is a range of meat substitutes, Above Meat which will be quickly followed by Above Dairy, a product range that promises to redefine what good tastes like, in the alternative dairy space.

Above Meat is targeting an under-served part of the plant-based meat market that customers are crying out for products in--whole plant proteins that are high quality and natural. Many plant-based, protein products offer only a fraction of the amino acids our bodies need. As the building blocks of our cells, amino acids support every function of the human body, meaning people relying on these products for protein, are exposing themselves to the risk of being well fed, but malnourished. In simple terms, Above Meat is creating meat alternatives that are not plant-based, they are real plant proteins.

"Our Whole-Plant Protein Formulations provide all of the essential, and conditionally essential amino acids our bodies need." explains Dr. Kristina Bosnar IFMCP - Medical Director at Above Food.

Essential amino acids are the ones our bodies cannot produce, as a result they need to come from food. Conditional amino acids are the ones the human body uses up when we are stressed, underslept, or fighting off viruses.

"This means that when people eat our food, they aren't making any trade-offs for their health. But we know the only way we can address this growing health problem, is if we taste really amazing, if we jump off the shelf, and if people feel good after eating our products," Williams expands.

To make sure that Above Meat's products can set a new bar for both taste and nutrition, they are developed through a highly collaborative process involving Certified Master Chefs, Functional Medicine Doctors, Holistic Nutritionists, and Consumer Brand Builders.

The Whole Story

Purely Canada and Above Food commits that its products will tell the whole story, from field to plate, ensuring that customers can trust that every bite is natural, good-for-them, and sustainably produced.

"All of our food starts with a seed," says Lionel Kambeitz, Executive Chairman Purely Canada Foods. "For five generations we have found ways to create unique, healthy varieties that give people all the nutrients they need. Our food is whole by nature's design. We know every step of its journey from our fields to people's plates. We know its impact on the environment, we know who has touched it, we know its whole story. And we tell it proudly."

Purely Canada and Above Food will continue serving existing customers collectively, supporting the sustainable development of the industry.

Sources:

1 https://www.cbinsights.com/research/future-of-meat-industrial-farming/

FOR MORE INFORMATION:

Tyler West Martin Williams

Chief Executive Officer President and Chief Innovation Officer

Purely Canada Foods Corp. Above Food and Ingredients Inc.
twest@purelycanada.ca martin@abovefood.ca

FORWARD LOOKING STATEMENTS

This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy.

By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including, without limitation: the failure to negotiate and execute a definitive merger agreement satisfactory to the respective parties, the failure to obtain all necessary corporate and regulatory approvals and general economic, market and business conditions. Other risk factors include either Company's ability to secure additional commercial partnerships for products, ability to comply with all applicable governmental regulations including all applicable food safety laws and regulations; impacts to the business and operations of the Company's due to the COVID-19 epidemic; the risks inherent in having a limited operating history, the ability of the Company to access capital to meet future financing needs; the Company's reliance on management and key personnel; competition; changes in consumer trends; and foreign currency fluctuations.

ABOUT PURELY CANADA FOODS(TM)

Purely Canada Foods(TM) is a recognized wholesale plant-based protein ingredient provider in Canada. With a vertically integrated agri-foods business, including Canada's largest certified organic facility, Canada's fifth largest inland grain terminal, railway infrastructure private railcar fleet, and strategic farm acres, ensuring a best-in-class plant protein supply chain. Purely Canada Foods(TM) purchases, processes, transports, and merchandizes Identity Preserved proteins from Saskatchewan and Alberta to customers around the globe. - https://purelycanada.ca/

ABOUT ABOVE FOOD INC.

Above Food Inc. was established in 2019 to develop premium whole plant-based meat and dairy alternatives with the intent to create delicious, densely nutritious consumer products and branded ingredients. As an asset-lite business Above Foods will bring its products to market through strategic relationships with leading co-packers, distributors, and DTC e-commerce platforms. - https://abovefood.ca/