Vancouver, British Columbia – TheNewswire – August 1, 2025 - Plantify Foods, Inc. (TSXV: PTFY) ("Plantify" or the "Company") provides the following update on its proposed acquisition (the “Transaction”) of Smart Repair Pro (the “Target”), a California corporation wholly owned by Jeffs’ Brands Ltd. (Nasdaq: JFBR) (the “Vendor”), announced in the Company’s news release of June 2, 2025.

The Company, as constituted following completion of the Transaction is referred to as the “Resulting Issuer”.

The Transaction is governed by a share purchase agreement dated April 29, 2025 (the “SPA”) entered into between the Company, the Vendor and the Target (the “Parties”). On July 31, 2025, the Parties entered into an agreement amending the SPA (as amended, the “Amended Agreement”) which, amongst other things, adjusted the purchase price payable for the Target to the following:  

1. 49,300,000 common shares of the Company (the Payment Shares”) at a deemed price of $0.30 per Payment Share, representing 78% of the Company’s issued and outstanding common shares (on a post-Transaction basis); and  

2. 45,000,000 contingent value rights (the Payment Rights”), each entitling the holder thereof to acquire one common share of the Company (the “Contingent Right Shares”) for no additional consideration upon the satisfaction of the following milestones (the “Milestones”): 

a. as to 15,000,000 Payment Rights, upon the completion of a transaction resulting in the Resulting Issuer listing its securities on either the New York Stock Exchange or the Nasdaq Stock Market (each, a “US Exchange”) or other transaction resulting in the issuance of shares listed on a US Exchange to holders of common shares of the Company in exchange for such common shares of the Company (in either case, an “Uplisting Transaction”), if such Uplisting Transaction is completed within 24 months of date of completion of the Transaction;

b. as to 15,000,000 Payment Rights, upon the Resulting Issuer successfully closing, within 48 months of the date of completion of the Transaction, one or more equity and/or debt financings, raising an aggregate of at least US$8,000,000; and

c. as to 15,000,000 Payment Rights, upon the Resulting Issuer reaching annual revenues of a minimum of US$8,000,000 within 36 months after the first January following the date of completion of the Transaction, as shown on the audited financial statements for such periods.

Notwithstanding satisfaction of the Milestones, no Contingent Right Shares will be issued by the Resulting Issuer at any time as would result in the Resulting Issuer failing to meet the continued listing requirements applicable to the Resulting Issuer, as prescribed by the TSX Venture Exchange (the “TSXV”).

Based upon the issuance of the Payment Shares as described above, the Transaction reflects a value of approximately $14,790,000, and, based upon the issuance of the Payment Shares and Contingent Rights Shares, a valuation of approximately $28,290,000.

It is anticipated that the Resulting Issuer will have 63,205,489 common shares issued and outstanding immediately following completion of the Transaction.

The Transaction is subject to acceptance of the TSXV.

The Company will issue 1,232,500 common shares of the Company to each of Capitalink Ltd. and L.I.A. Pure Capital Ltd. as finders’ fees (together, the “Finders’ Shares”) upon completion of the Transaction. Issuance of the Finders’ Shares is subject to acceptance of the TSXV.

The common shares of the Company remain halted for trading pending certain filings with the TSXV.

Cautionary Statement

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

 

Contacts:

Gabriel Kabazo

Chief Financial Officer and Corporate Secretary

Phone: (778) 601-8420

 

Investor Relations

Email: ir@plantifyfoods.com

 

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

 

Forward Looking Statements:‎

This news release contains “forward-looking information” within the meaning of applicable Canadian ‎securities legislation. All statements, other than statements of historical fact, included herein are forward-‎looking information. In particular, this news release contains forward-looking information regarding but not limited to the completion of the Transaction and the issuance of the Finders’ Shares. There can be no assurance that such forward-‎looking information will prove to be accurate, and actual results and future events could differ materially from ‎those anticipated in such forward-looking information. This forward-looking information reflects ‎Plantify’s current beliefs and is based on information currently available to Plantify and on ‎assumptions it believes are reasonable. These assumptions include but are not limited to the Company receiving TSXV acceptance of the filing submission relating to the Transaction. Forward-looking information is ‎subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of ‎activity, performance or achievements of Plantify to be materially different from those expressed or ‎implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general ‎business, economic, competitive, political and social uncertainties; general capital market conditions and market prices ‎for securities; delay or failure to receive regulatory approvals; the actual results of future operations; ‎competition; changes in legislation, including environmental legislation, affecting Plantify; the timing and availability of ‎external financing on acceptable terms; and loss of key individuals‎. A description of ‎additional risk factors that may cause actual results to differ materially from forward-looking information can ‎be found in Plantify’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. ‎Readers are further cautioned not to place undue reliance on forward-looking information as there can be no ‎assurance that the plans, intentions or expectations upon which they are placed will occur. The forward-‎looking information contained in this news release represents the expectations of Plantify as of the date ‎of this news release and, accordingly, is subject to change after such date. Plantify expressly ‎disclaims any intention or obligation to update or revise any forward-looking information, whether as a result ‎of new information, future events or otherwise, except as expressly required by applicable securities law.