Vancouver, British Columbia – TheNewswire – January 10, 2025 - Plantify Foods, Inc. (TSXV: PTFY) ("Plantify" or the "Company") reports that, further to its news release of December 23, 2024, it has today issued 1,141,270 common shares in the capital of the Company (the “Settlement Shares”) to YA II PN, Ltd. (the “Creditor”), at a deemed price of $0.558 per Settlement Share, in full settlement of, in aggregate, $636,829 in outstanding debt (the “Debt”), pursuant to the terms of a debt settlement agreement dated December 22, 2024 between the Company and the Creditor.

The Settlement Shares are subject to a hold period and may not be traded until May 11, 2025.

Early Warning Disclosure

The disclosure in this section is the sole responsibility and is published at the request of N2OFF, Inc. (“N2OFF”), pursuant to its disclosure obligations under National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).

The requirement to provide this disclosure was triggered by the Settlement Shares issued to the Creditor on January 10, 2025 of 1,141,270 settlement Shares at a deemed price of $0.558 per Settlement Share, being an aggregate deemed purchase price of $636,829.

Immediately prior to the Acquisition, N2OFF beneficially owned 2,845,891 common shares in the capital of the Company (the “Common Shares”), representing approximately 27.6% of the issued and outstanding Common Shares. Immediately following the Settlement shares issuance, N2OFF beneficially owned 2,845,891 Common Shares, representing approximately 24.9% of the issued and outstanding Common Shares; a decrease in N2OFF’s aggregate ownership of the issued and outstanding Common Shares of approximately 2.7%.

N2OFF may from time to time acquire additional securities of the Company or dispose of some or all of the existing or additional securities, whether in transactions over the open market or through privately negotiated arrangements or otherwise, or may continue to hold the same number of securities of the Company.

A copy of the early warning report filed by N2OFF pursuant to NI 62-103 may be obtained under the Company’s profile on SEDAR+ (www.sedarplus.ca) and from NTOFF’s chief financial officer at lital@n2off.com. For the purposes of the early warning requirements under NI 62-103, the head office address of the Company is: 2264 East 11th Avenue, Vancouver, BC V5N 1Z6, and the address of N2OFF is: Hapardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel.

 

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.