Nepra Foods Announces Non-Brokered Private Placement and Corporate Development & Marketing Agreement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / September 13, 2023 / Nepra Foods Inc. (CSE:NPRA)(FSE:2P6)(OTC Pink:NPRFF) ("Nepra Foods" or the "Company") is pleased to announce a non-brokered private placement of up to 20,000,000 units of the Company (the "Units") at $0.05 per Unit for gross proceeds of up to $1,000,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.10 for a period of 24 months from the closing of the Offering.

The Company may pay finder's fees on the Offering within the amount permitted by the policies of the Canadian Securities Exchange ("CSE"). The Company will use the proceeds for general corporate purposes.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions.

The Units, Shares, Warrants and Shares underlying the Warrants being offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Units may be offered and sold in the United States to accredited investors (each, a "U.S. Accredited Investor") meeting one or more of the criteria in Rule 501(a) of Regulation D under the U.S. Securities Act by way of a private placement pursuant to an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws. Any Units offered and sold in the United States shall be issued as "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.