Nepra Foods Announces Closing of Debt Conversion

Rhea-AI Summary

Nepra Foods (OTCQB:NPRFF) closed a debt-for-equity conversion on February 24, 2026, converting USD $487,849.10 of debt into 6,969,273 common shares. The shares are subject to a statutory four-month-plus-one-day hold and were issued to an insider director and CEO.

The company relied on MI 61-101 exemptions for valuation and minority approval, with independent directors concluding the deal improves the company's financial position.

Positive

• Debt reduced by USD $487,849.10 through equity issuance
• Independent directors unanimously approved as improving company finances

Negative

• Share issuance of 6,969,273 common shares may dilute existing shareholders
• Related party transaction issued to insider CEO and largest shareholder
• Shares not registered for U.S. resale and carry a statutory hold period

VANCOUVER, BRITISH COLUMBIA / ACCESS Newswire / February 24, 2026 / Nepra Foods Inc. (CSE:NPRA)(FSE:2P6)(OTCQB:NPRFF) ("Nepra" or the "Company"), announces that the Company has closed the previously announced debt conversion transaction with William Hogan (the "Lender"), pursuant to which it converted an aggregate of USD$487,849.10 in outstanding debt obligations for 6,969,273 common shares ("Common Shares") in the capital of the Company (the "Conversion Transaction"). For further details on the Conversion Transaction, see the Company's news release dated February 11, 2026.

All Common Shares issued in connection with the Conversion Transaction are subject to a statutory hold period of four months plus a day, in accordance with applicable securities legislation.

The Common Shares issued pursuant to the Conversion Transaction have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as those terms are defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Any Common Shares offered and sold in the United States shall be issued as "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there by any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Lender is an insider of the Company by virtue of being a director, the Chief Executive Officer, and its largest shareholder. Accordingly, the Conversion Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement set out in Section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed or quoted on any of the prescribed exchanges set out therein. The Company is relying on the exemption from the minority approval requirement set out in section 5.7(1)(e) of MI 61-101. Each of the "independent directors" of the Company (as determined in accordance with MI 61-101) in respect of the Conversion Transaction unanimously determined that the Company is in serious financial difficulty, that the Conversion Transaction is designed to improve the financial position of the Company, and that the terms of the Conversion Transaction are reasonable in the circumstances of the Company. The Company did not file a material change report 21 days prior to the expected closing of the Conversion Transaction as the structure of the transaction had not been confirmed at that time.

About Nepra Foods Inc.

Nepra Foods is a specialty food company focused on innovative and proprietary allergen and gluten-free food ingredient technologies. The company supports food manufacturers globally with formulations, ingredients, and technical support to produce the next generation of healthy, nutritious foods. For more information on the company, visit www.neprafoods.com.

Media Contact & Investor Contact
William Hogan, CEO
Email: contact@neprafoods.com
Investor Relations
Toll-Free: 844-566-1917

The CSE has neither approved nor disapproved the contents of this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statement
This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, but not limited to, statements relating to the Company's financial performance, business development, results of operations, and those listed in filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedarplus.ca). Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.

SOURCE: Nepra Foods

View the original press release on ACCESS Newswire

FAQ

What did Nepra Foods (NPRFF) announce on February 24, 2026 about debt conversion?

They closed a debt-to-equity conversion converting USD $487,849.10 into 6,969,273 shares. According to the company, the conversion was completed with a lender who is also a director and CEO, and the newly issued shares carry a four-month-plus-one-day statutory hold.

How does the February 24, 2026 conversion affect Nepra Foods' (NPRFF) balance sheet?

The conversion replaces USD $487,849.10 of debt with equity, reducing liabilities by that amount. According to the company, the transaction was intended to improve the company's financial position as determined by independent directors.

Who received the common shares from Nepra Foods' (NPRFF) debt conversion on February 24, 2026?

The shares were issued to the lender, who is an insider: a director, the CEO, and largest shareholder. According to the company, this makes the transaction a related party deal under MI 61-101.

Are the common shares issued by Nepra Foods (NPRFF) in the debt conversion tradable in the U.S.?

No, the shares were not registered under the U.S. Securities Act and cannot be offered or sold in the U.S. as issued. According to the company, any U.S. sales would require registration or an exemption and be issued as restricted securities.

Did Nepra Foods (NPRFF) obtain shareholder approval for the February 24, 2026 conversion?

The company relied on MI 61-101 exemptions and did not seek minority approval. According to the company, independent directors unanimously determined the company is in serious financial difficulty and that the conversion terms were reasonable.