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Above Food Commences Trading on the OTC Over-the-Counter Market, and Initiates Path to Relisting on the NASDAQ

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Above Food (OTC: ABVEF) announced that its common shares will commence trading on the OTC Over-the-Counter Market under symbol ABVEF, with public warrants trading as ABVEWF.

The company expects to pursue a relisting on Nasdaq by filing audited financial statements on Form 20-F and is reviewing an appeal of the Nasdaq delisting determination.

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Positive

  • Common shares begin trading on the OTC market under symbol ABVEF
  • Public warrants receive OTC trading symbol ABVEWF
  • Company working to file audited Form 20-F to meet Nasdaq relisting requirements
  • Company considering an appeal of the Nasdaq delisting determination under Listing Rule 5820(a)

Negative

  • Company currently faces a Nasdaq delisting determination requiring appeal or relisting process
  • Completion of Above Food–Palm Global merger is uncertain and may not occur
  • Merger termination could require Above Food to pay a termination fee to Palm Global
  • Multiple regulatory, integration and filing risks could affect the proposed transaction and listings

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Regina, Saskatchewan--(Newsfile Corp. - June 2, 2026) - Further to the announcement on June 1, 2026, Above Food Ingredients Inc. (OTC: ABVEF) ("Above" or the "Company") announces today that it will commence trading on the Over-the-Counter Market. FINRA's Department of Market Operations have assigned the trading symbol "ABVEF" for the Company's common shares and "ABVEWF" for the Company's public warrants.

The Company expects to re-list on the Nasdaq Exchange, and is working diligently to file its audited financial statements contained in the Form 20-F and all filings necessary to meet such re-listing requirements of the Nasdaq.

The Company is also reviewing a submission to appeal the delisting determination to the Nasdaq Listing and Hearing Review Council (the "Council") in accordance with Nasdaq Listing Rule 5820(a).

About Above Food Ingredients Inc.

Above Food Ingredients Inc. (OTC: ABVEF) is an agricultural and food technology company whose vision is to create a healthier world - breaking the cycle of world hunger, one seed, one field, and one bite at a time. Above's robust chain of custody of plant proteins and proprietary seed development capabilities, leverage the power of artificial intelligence-driven genomics and agronomy, and together with Palm's financial technologies will help to break the global cycle of hunger.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain "forward-looking information" within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," future," "opportunity," "plan," "may," "should," "will," "could," "will be," will continue," and similar expressions.

Forward Looking Statements

This communication contains forward-looking statements, including, but not limited to, statements regarding the expected timing of the completion of the audit and the filing of the Company's Annual Report on Form 20-F, the successful filing of a prospectus in Canada, statements regarding expectations or forecasts of business, accounting audits, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to proposed transaction, the current and projected market, growth opportunities and synergies for the combined company, the expected composition of the management and board of directors of the combined company, the expected trading of the combined company on the Nasdaq, the filing and approval of the Registration Statement and the Prospectus, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto. Forward-looking statements are based on current judgments and expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the completion of audit procedures and the conclusions of management, the Audit Committee, and the independent auditor, as well as the factors described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"). The Company undertakes no obligation to update forward-looking statements, except as required by applicable law.

Factors that could cause actual events to differ include, but are not limited to:

  • all conditions to the proposed transaction being met, including Above Food and Palm Global agreeing to a form of plan of arrangement, as well as other conditions set forth in the definitive merger agreement;

  • the expected timing of regulatory approvals relating to the proposed transaction, the businesses of Above Food and Palm Global and of the combined company and product launches of such businesses and companies;

  • Above Food's inability to file or make effective the Registration Statement or the final Prospectus with the respective regulators;

  • Above Food, Palm Global and the combined company's compliance with, and changes to, applicable laws and regulations;

  • Above Food and the combined company's ability to list the common shares of the combined company on Nasdaq;

  • the ability to successfully integrate the businesses of Above Food and Palm Global after the completion of the proposed transaction;

  • the combined company's ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all; and

  • the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction.

Forward-looking statements are based on the current expectations of Above Food's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider all of the risks and uncertainties described in the documents filed by Above Food with the United States Securities and Exchange Commission ("SEC"), which is available on EDGAR at www.sec.gov/edgar.shtml. There may be additional risks that Above Food presently does not know or that Above Food currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Above Food's expectations, plans or forecasts of future events and views as of the date of this communication. Above Food anticipates that subsequent events and developments will cause Above Food's assessments to change. However, while Above Food may elect to update these forward-looking statements in the future, Above Food specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Above Food's assessments as of any date subsequent to the date of this communication. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.

It is possible that the Merger may not occur on the terms provided herein or in the Merger Agreement, on the expected timing or at all. In the event that the Merger is terminated Above Food may be liable to pay a termination fee to Palm Global, subject to the precise terms of the Merger Agreement.

Additional Information and Where to Find It:

INVESTORS AND SECURITY HOLDERS OF ABOVE FOOD ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABOVE FOOD. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Above Food through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Above Food are also available free of charge on Above Food's website at https://abovefood.com or by contacting Above Food's Investor Relations Department at 2305 Victoria Ave #002, Regina, Saskatchewan, Canada, S4P 0S7.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299820

FAQ

What did Above Food (OTC: ABVEF) announce on June 2, 2026 about OTC trading?

Above Food announced its common shares will commence trading on the OTC Over-the-Counter Market. According to Above Food, the common shares trade under symbol ABVEF and the public warrants under ABVEWF, providing a current trading venue while it works on Nasdaq relisting steps.

What are the new OTC ticker symbols for Above Food shares and warrants?

Above Food’s common shares trade on the OTC market under the symbol ABVEF, and its public warrants trade under ABVEWF. According to Above Food, these symbols were assigned by FINRA’s Department of Market Operations for trading while broader listing plans are pursued.

How does Above Food plan to relist its stock on Nasdaq after moving to OTC?

Above Food expects to pursue a relisting of its common shares on Nasdaq. According to Above Food, it is working diligently to file audited financial statements in its Form 20-F and complete all necessary filings to meet Nasdaq’s relisting requirements.

Is Above Food appealing the Nasdaq delisting decision for its shares?

Above Food is reviewing a potential appeal of the Nasdaq delisting determination. According to Above Food, it is considering a submission to the Nasdaq Listing and Hearing Review Council under Listing Rule 5820(a) as part of its broader plan to regain a Nasdaq listing.

What risks are associated with the proposed merger between Above Food and Palm Global?

The proposed merger faces multiple conditions, regulatory approvals and integration risks. According to Above Food, completion depends on satisfying conditions in the definitive merger agreement, regulatory timing, successful integration and the combined company’s ability to list its common shares on Nasdaq.

Could Above Food owe a termination fee if its merger with Palm Global is not completed?

Yes, a termination of the merger could trigger a termination fee obligation. According to Above Food, if the merger does not occur as provided in the merger agreement, Above Food may be liable to pay a termination fee to Palm Global, subject to the agreement’s precise terms.

Where can investors find SEC filings and detailed information on Above Food (ABVEF)?

Investors can access Above Food’s filings on the SEC’s EDGAR website and the company’s site. According to Above Food, documents are available at sec.gov, at abovefood.com, or by contacting its Investor Relations department at the Regina, Saskatchewan address listed in the announcement.