Eat Well Group Announces Intention to Settle Approximately $45 Million Recorded NPI Obligation and Accrued Compensation Through Share Issuances

The proposed settlement replaces rights to redeem for up to 65,031,826 common shares with an issuance of 5,000,000 shares.

Rhea-AI Summary

Eat Well Investment Group (EWGFF) signed an agreement to settle approximately $45 million of recorded obligations through cash and share issuances. The September 25, 2026 agreement would discharge a $41,620,369 obligation tied to net profits interest shares, which carry rights to redeem for common shares. Kaha Foods would surrender those interests for cancellation in exchange for 5,000,000 common shares.

Another $3,341,739 in accrued compensation would settle for $100,252 cash, payable by December 31, 2026, and 2,339,218 common shares. Both share issuances use a deemed price of $0.10. After issuance, approximately 186,000,366 common shares would be outstanding, versus a potential 243,692,974 following full redemption of the interests. Settling parties' loans and interest remain outstanding. An independent committee recommended the related-party agreement; Patrick Dunn will resign as CFO and director at closing.

3 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.$41,620,369 recorded NPI obligation would be extinguished at closing, eliminating redemption rights for up to 65,031,826 common shares. 5.2× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.$3,341,739 accrued compensation would settle for consideration equal to 10% of amounts owed.
• Minor pointDaniel Brody's personal guarantee backs cash payments to settling parties by December 31, 2026.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.7,339,218 new common shares at a deemed $0.10 per share would dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.$100,252 cash payment is due to settling parties on or before December 31, 2026.
• Minor pointSettling parties' loans and interest are excluded and remain outstanding on existing terms.

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Vancouver, British Columbia--(Newsfile Corp. - October 6, 2026) - Eat Well Investment Group Inc. (CSE: EWG) (OTC Pink: EWGFF) (FSE: 6BC0) ("Eat Well" or the "Company") announces that it has entered into a settlement and release agreement dated as of September 25, 2026 (the "Settlement Agreement") with certain current and former officers, directors and service providers of the Company (together, the "Settling Parties") and the registered and beneficial holder of the Company's net profits interest shares, pursuant to which the Company intends to settle approximately $45 million of recorded obligations (the "Settlement"). On closing of the Settlement, the Company's $41,620,369 recorded obligation to issue shares on redemption of all outstanding net profits interest shares (the "NPI Shares") will be discharged in full, and $3,341,739 of accrued compensation owing to the Settling Parties will be settled.

The NPI Shares were issued in 2021 by 1325243 B.C. Unlimited Liability Company, a wholly-owned subsidiary of the Company (the "ULC"), to Novel Agri-Technologies Inc. in connection with the Company's acquisition of Belle Pulses Ltd. and related businesses, and were held of record by Kaha Foods LLC (the "Holder"). The NPI Shares were redeemable at the holder's option for up to 65,031,826 common shares of the Company ("Common Shares"), had no expiry, and were carried in the Company's audited consolidated financial statements as a recorded obligation to issue shares of $41,620,369 (the "Recorded NPI Obligation"). Pursuant to the Settlement Agreement, the Holder will surrender all 65,031,826 NPI Shares to the ULC for cancellation, and the ULC will in return cancel them, in consideration for the issuance by the Company of an aggregate of 5,000,000 Common Shares to the Holder at a deemed price of $0.10 per share (the "NPI Settlement Shares"). On closing of the Settlement, the Recorded NPI Obligation will be extinguished and removed from the Company's balance sheet.

In addition, certain current and former officers, directors and service providers of the Company, each owed accrued compensation, fees or severance dating back to January 1, 2023, have agreed to settle their balances for consideration equal to 10% of the amount owed, to be paid as 3% in cash and 7% in Common Shares at the deemed price of $0.10 per share. In aggregate, $3,341,739 of accrued compensation, fees and related claims, based on the balances recorded in the Company's accounts at June 30, 2026, will be settled for $100,252 in cash and 2,339,218 Common Shares. The cash portion is payable on or before December 31, 2026 (the "Payment Deadline").

Every Settling Party has accepted identical terms, including Daniel Brody, the Company's President and Chief Executive Officer, who has agreed to settle an amount owed of $439,767 on the same basis. Mr. Brody has personally guaranteed payment of the cash consideration to each Settling Party by the Payment Deadline. Loans made to the Company by Settling Parties, and interest on them, are not part of the Settlement and remain outstanding on their existing terms.

"I speak with investors, shareholders, investment banks and institutions every day, and they all tell me the same thing: clean up your payables and simplify your share structure. With this Settlement, we intend to do exactly that. On closing, we will have taken 65,031,826 Common Shares of potential dilution off the table for approximately 5,000,000 shares issued, and we will have removed $45 million of recorded obligations from the balance sheet for $100,252 in cash," said Daniel Brody, President and CEO. "Every settling party, myself included, has agreed to accept 10 cents on the dollar to give this company the best possible shot at becoming a world-class agribusiness. The obligations to be resolved by this Settlement are among the last structural barriers to financing the Company's growth capital program."

Following the issuance of 7,339,218 Common Shares under the Settlement Agreement, the Company will have approximately 186,000,366 Common Shares outstanding, compared with a potential 243,692,974 had the NPI Shares been redeemed in full. All Common Shares issued under the Settlement Agreement are subject to a statutory hold period of four months and the policies of the CSE.

Certain Settling Parties are related parties of the Company (the "Insiders"). Daniel Brody, President, Chief Executive Officer and a director, has agreed to settle $439,767 of accrued compensation for $13,193 in cash and 307,837 Common Shares. Nick Grafton, a director, has agreed to settle $390,000 for $11,700 in cash and 273,000 Common Shares. Patrick Dunn, a director and the Company's Chief Financial Officer, has agreed to settle $1,117,141 for $33,514 in cash and 781,999 Common Shares, and Dunn, Pariser & Peyrot, a corporation controlled by Mr. Dunn, has agreed to settle $646,118 for $19,384 in cash and 452,283 Common Shares. Mr. Dunn is also an authorized signatory of, and holds a beneficial interest in, Kaha Foods LLC, the registered holder of the NPI Shares, to which the 5,000,000 NPI Settlement Shares will be issued on closing. Mr. Dunn disclosed his interests to the Board, and the Settlement Agreement was reviewed and recommended by a special committee of independent directors before approval by the full Board. The issuance of Common Shares to the Insiders in connection with the Settlement will constitute a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Settlement by the Insiders does not exceed 25% of the fair market value of the Company's market capitalization.

In connection with the Settlement and effective on the closing of the Settlement, Patrick Dunn will resign as a director and as Chief Financial Officer of the Company. The Board intends to appoint a successor Chief Financial Officer.

About Eat Well Investment Group Inc.

Eat Well Investment Group Inc. is a publicly traded Canadian agricultural and food infrastructure company. The Company operates pulse processing facilities in Saskatchewan and Montana serving food ingredient and consumer markets across North America and internationally.

Contact Information

Daniel Brody, President, CEO & Director
ir@eatwellgroup.com
www.eatwellgroup.com

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact included herein including, without limitation, statements relating to the future operating or financial performance of the Company, are forward-looking statements. Forward-looking statements are generally, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", "plans" and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, the completion of the Settlement, including the discharge and removal of the Recorded NPI Obligation from the Company's balance sheet, the issuance of Common Shares under the Settlement Agreement, CSE acceptance of the Settlement, and the Company's ability to finance its growth capital program. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct or accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the Company has made assumptions and estimates based on or related to many of these factors. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The statements in this news release are made as of the date of this release. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317713

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What obligations would Eat Well Group's approximately $45 million settlement eliminate?

The settlement would eliminate the $41,620,369 recorded NPI obligation and settle $3,341,739 of accrued compensation, fees and related claims. The compensation balances are based on the company's accounts at June 30, 2026. Loans from settling parties and interest on those loans are excluded.

How many shares would Eat Well Group issue under the settlement?

Eat Well would issue 7,339,218 common shares at a deemed price of $0.10 per share: 5,000,000 to Kaha Foods for the NPI interests and 2,339,218 for accrued compensation. The issuances would leave approximately 186,000,366 common shares outstanding.

Does Eat Well Group plan to seek minority shareholder approval for the related-party settlement?

Eat Well intends to use exemptions from formal valuation and minority shareholder approval requirements under MI 61-101. The company's stated basis is that insider participation does not exceed 25% of the fair market value of its market capitalization. An independent directors' committee reviewed and recommended the agreement before full Board approval.

What is Patrick Dunn's involvement in Eat Well Group's settlement?

Patrick Dunn will settle $1,117,141 of accrued compensation for $33,514 cash and 781,999 common shares. His controlled corporation, Dunn, Pariser & Peyrot, will settle $646,118 for $19,384 cash and 452,283 shares. He also holds a beneficial interest in Kaha Foods. Dunn will resign as CFO and director at closing; the Board intends to appoint a successor CFO.