Else Announces Closing of US$1 Million Private Placement

Not for distribution in the U.S. or to U.S. Newswire Services

VANCOUVER, British Columbia, May 13, 2024 (GLOBE NEWSWIRE) -- ELSE NUTRITION HOLDINGS INC. (TSX: BABY) (OTCQX: BABYF) (FSE: 0YL) (the “Company”) is pleased to announce that it has closed a second tranche of a private placement pursuant to the convertible security funding agreement with Lind Global Fund II, LP, an entity managed by The Lind Partners, LLC, a New York-based institutional fund manager, for net proceeds of US$1,000,000 after deduction of the original issue discount and closing fees.

Pursuant to the closing, the Company issued a convertible security (the “Second Convertible Security”) with a two year term and a face value of US$1,200,000, and 4,159,866 common share purchase warrants exercisable into common shares in the capital of the Company (“Shares”) for a period of 48 months from the date of issuance at an exercise price of C$0.32019 per Share.

The Second Convertible Security has a 36-month maturity date and will be convertible into Shares after completion of a 120 day lock-up period. Lind will be able to convert 1/20^th of the face value each month at a conversion price equal to 85% of the five-day volume weighted average price of the Shares immediately prior to each conversion, subject to a right to increase conversions in certain circumstances. The outstanding face value of the Second Convertible Security, after 180 days, may be repaid in cash at the discretion of the Company, with a 5% premium (the “Buy-Back Right”). Should the Company exercise its Buy-Back Right, Lind would have the option to convert up to 33.3% of the face value of the Second Convertible Security into Shares.

The proceeds from the issuance of the Second Convertible Security will be applied to clinical trials in connection with FDA and other application processes, as well as general working capital.

The Company has obtained approval of Toronto Stock Exchange (“TSX”) and shareholder approval for the transactions described above. Shares issued pursuant to any conversions would be issued under TSX private placement rules and would not be freely tradable for four months and one day following closing and would be subject to restrictions under applicable Canadian and United States securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements.