ELSE NUTRITION ANNOUNCES DELAY IN FILING FINANCIAL STATEMENTS AND EXTENSION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Rhea-AI Summary

Else Nutrition Holdings (BABYF) has received a cease trade order (CTO) from the British Columbia Securities Commission due to delayed filing of its Q1 2025 financial statements and related documents. The CTO prohibits trading of company securities in Canada until the interim filings are completed and the order is revoked. Limited exceptions exist for non-insider beneficial shareholders who acquired securities before June 16, 2025, allowing sales through foreign regulated markets via registered Canadian investment dealers. The company expects to file the required documents by June 30, 2025. Additionally, the Toronto Stock Exchange has granted an extension for the company's annual general meeting from June 30 to July 31, 2025.

Positive

• Company expects to file interim financial statements by June 30, 2025
• TSX granted extension for AGM to July 31, 2025
• Non-insider shareholders can still trade through foreign markets

Negative

• Cease trade order issued due to delayed Q1 2025 financial filings
• Trading of company securities prohibited in Canada
• Company failed to meet 45-day deadline for interim financial statements

VANCOUVER, BC, June 19, 2025 /PRNewswire/ - ELSE NUTRITION HOLDINGS INC. (TSX: BABY) (OTCQX: BABYF) (FSE: 0YL) (the "Company") announces that the Company's principal regulator in Canada, the British Columbia Securities Commission (the "BCSC"), has notified the Company that it has issued a cease trade order (the "CTO") under Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions against the Company. The CTO was issued as a result of the Company's delay in filing its interim financial statements, the accompanying management discussion and analysis, and CEO and CFO certifications for the period ended March 31, 2025 (the "Interim Filings") on SEDAR+ within 45 days after the end of its interim period on March 31, 2025.

The CTO prohibits the trading by any person or company of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer, until such time as the Company is able to complete the filing of the Interim Filings and successfully apply for a revocation of the CTO. The CTO provides an exception for beneficial securityholders of the Company who are not currently (and were not as of June 16, 2025) insiders or control persons of the Company and who sell securities of the Company acquired before June 16, 2025, if both of the following criteria are met: (i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada, and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The Company expects to file its Interim Filings by June 30, 2025 and will issue a news release once they have been filed.

Extension of Annual General Meeting of Shareholders

In addition, the Company announces that the Toronto Stock Exchange has granted the Company an extension to hold its annual general meeting of shareholders for 2025 (the "AGM"), which it was originally required to be held by June 30, 2025. The Company is now required to hold the AGM by July 31, 2025.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. is a food and nutrition company in the international expansion stage focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formulas. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat, and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth.

Awards and Recognition:

• "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit
• #1 Best Seller on Amazon in the Fall of 2020 in the New Baby & Toddler Formula Category
• "Best Dairy Alternative" Award 2021 at World Plant-Based Expo
• Nexty Award Finalist at Expo West 2022 in the Plant-Based lifestyle category
• During September 2022, Else Super Cereal reached the #1 Best Seller in Baby Cereal across all brands on Amazon

For more information, visit www.elsenutrition.com or @elsenutrition on Facebook and Instagram.

Caution Regarding Forward-Looking Statements

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "will" or similar expressions. Forward-looking statements in this press release include but are not limited to, statements with respect to the Company filing its interim financial statements and MD&A. These forward-looking statements are made as of the date of this press release. Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Although the Company believes the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, variations in market conditions; currency exchange rates; the Company's ability to obtain any necessary permits, consents or authorizations required for its activities; the Company's ability to access further funding, to continue its projected growth, or to be fully able to implement its business strategies. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements.  Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's expectations only as of the date of this press release.  The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Else Nutrition Holdings Inc.

FAQ

Why did Else Nutrition (BABYF) receive a cease trade order in June 2025?

Else Nutrition received a cease trade order because it failed to file its Q1 2025 interim financial statements, MD&A, and CEO/CFO certifications within the required 45-day period after March 31, 2025.

When will BABYF file its delayed Q1 2025 financial statements?

The company expects to file its interim financial statements by June 30, 2025.

Can investors still trade Else Nutrition (BABYF) stock after the cease trade order?

Non-insider beneficial shareholders who acquired shares before June 16, 2025, can still trade through foreign regulated markets using registered Canadian investment dealers.

When is Else Nutrition's 2025 Annual General Meeting scheduled?

The Toronto Stock Exchange granted Else Nutrition an extension to hold its 2025 AGM by July 31, 2025, instead of the original June 30 deadline.

What conditions must be met to trade BABYF shares under the cease trade order?

Trading is allowed only for non-insider shareholders who bought before June 16, 2025, through foreign organized regulated markets, using registered Canadian investment dealers.