Eat Well Group Announces Settlement of Approximately $45 Million Recorded NPI Obligation and Accrued Compensation Through Share Issuances

The settlement extinguished the recorded net profits interest obligation and included a $100,252 cash commitment for compensation settlements.

Rhea-AI Summary

Eat Well Investment Group (EWGFF) completed a settlement of approximately $45 million in recorded obligations through share issuances.

The company issued 7,339,218 common shares at a deemed price of $0.10 each. Kaha Foods received 5,000,000 shares to settle a $41,620,369 recorded obligation associated with net profits interest shares. Those interest shares were cancelled and the recorded obligation extinguished.

Current and former officers, directors and service providers received 2,339,218 shares to settle $3,341,739 in accrued compensation, fees and related claims, based on balances recorded at June 30, 2026. The company also agreed to pay them $100,252 in cash. All issued shares carry a four-month-and-one-day statutory hold. Participation by insiders and Kaha Foods constituted a related-party transaction; the company relied on exemptions from formal valuation and minority shareholder approval requirements.

2 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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How the balance worksHow Sentiment works

1 major · 2 points

How the balance works

Positive

• Major point$41,620,369 recorded obligation extinguished, with all net profits interest shares cancelled. 6.8× market cap
• Minor point$3,341,739 in accrued compensation, fees and related claims settled.

Negative

• Major point7,339,218 common shares issued at a deemed $0.10 per share dilute existing holders.
• Minor point$100,252 cash payment agreed as part of the compensation settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - October 28, 2026) - Eat Well Investment Group Inc. (CSE: EWG) (OTC Pink: EWGFF) (FSE: 6BC0) ("Eat Well" or the "Company") is pleased to announce that, further to its news release dated October 6, 2026 and a settlement and release agreement dated as of September 25, 2026 (the "Settlement Agreement"), the Company has closed the settlement (the "Settlement") of approximately $45 million of recorded obligations through the issuance of an aggregate of 7,339,218 Common Shares, comprised of: (a) 5,000,000 common shares of the Company ("Common Shares") issued at a deemed price of $0.10 per share (the "NPI Settlement Shares") to Kaha Foods LLC, the registered and beneficial holder of the Company's net profits interest shares, in settlement of the Company's recorded obligation to issue shares of $41,620,369 (the "Recorded NPI Obligation"); and (b) 2,339,218 Common Shares issued at a deemed price of $0.10 per share to certain current and former officers, directors and service providers of the Company (the "Settling Parties") who were each owed accrued compensation, fees or severance dating back to January 1, 2023, in settlement of $3,341,739 of accrued compensation, fees and related claims based on the balances recorded in the Company's accounts at June 30, 2026 (the "Compensation Debt"). As part of the settlement of the Compensation Debt, the Company has also agreed to pay the Settling Parties $100,252 in cash. On closing of the Settlement, all of the net profits interest shares were cancelled and the Recorded NPI Obligation was extinguished.

Each of the 7,339,218 Common Shares issued under the Settlement Agreement is subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange.

Certain Settling Parties are related parties of the Company (the "Insiders"). Daniel Brody, President, Chief Executive Officer and a director, settled $439,767 of accrued compensation for $13,193 in cash and 307,837 Common Shares. Nick Grafton, a director, settled $390,000 for $11,700 in cash and 273,000 Common Shares. Patrick Dunn, a former director and the Company's former Chief Financial Officer, settled $1,117,141 for $33,514 in cash and 781,999 Common Shares, and Dunn, Pariser & Peyrot, a corporation controlled by Mr. Dunn, settled $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, to which the NPI Settlement Shares were issued. The issuance of Common Shares to the Insiders and Kaha Foods LLC in connection with the Settlement constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied 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 did not exceed 25% of the fair market value of the Company's market capitalization.

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 Company's payment of cash to the Settling Parties as a part of the Settlement, the Company's ability to finance its growth capital program and other future plans and expectations for the Company's business. 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/321356

FAQ

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How much debt did Eat Well settle, and how many shares did it issue?

Eat Well settled approximately $45 million in recorded obligations by issuing 7,339,218 common shares at a deemed price of $0.10 each. The settlement covered the recorded net profits interest obligation and accrued compensation, fees and related claims. It also included an agreement to pay $100,252 in cash.

Why did Eat Well use exemptions from minority shareholder approval for the settlement?

Eat Well relied on exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 because insider participation did not exceed 25% of the fair market value of its market capitalization. These exemptions covered formal valuation and minority shareholder approval requirements for the related-party transaction.

What did Eat Well's CEO and director Nick Grafton receive in the settlement?

President, CEO and director Daniel Brody settled $439,767 of accrued compensation for $13,193 in cash and 307,837 common shares. Director Nick Grafton settled $390,000 for $11,700 in cash and 273,000 common shares.

What was former Eat Well CFO Patrick Dunn's participation in the settlement?

Patrick Dunn, a former director and CFO, settled $1,117,141 for $33,514 in cash and 781,999 common shares. Dunn, Pariser & Peyrot, a corporation he controls, settled $646,118 for $19,384 in cash and 452,283 common shares. Dunn is also an authorized signatory of, and holds a beneficial interest in, Kaha Foods, which received the NPI settlement shares.