Planet Based Foods Global Inc. Announces Execution of Definitive Agreements for Related Party Debt Settlement

Rhea-AI Summary

Planet Based Foods Global (OTC:PBFFF) has executed definitive debt settlement agreements with Baron Global Financial Canada and Coenda Investments to settle $800,000 of debt through share issuance. The company will issue 15,238,094 shares at $0.0525 per share, representing a 25% discount to the closing price.

The settlement includes 9,523,809 shares to Coenda for $500,000 of debt and 5,714,285 shares to Baron for $300,000 of debt. Post-settlement, Coenda's ownership will increase from 49.15% to 54.86%, while Baron will hold approximately 16.66% of outstanding shares. The transaction, subject to regulatory approvals, is expected to complete around August 28, 2025.

Positive

• None.

Negative

• 25% share price discount on debt conversion indicates financial strain
• Significant dilution for existing shareholders
• Increased control concentration with Coenda reaching 54.86% ownership

Vancouver, British Columbia--(Newsfile Corp. - August 20, 2025) - Planet Based Foods Global Inc. (CSE: PBF) (OTC Pink: PBFFF) (FSE: AZ00) (the "Company") announces that, further to its news release of August 18, 2025 announcing the execution of binding term sheets with Baron Global Financial Canada Ltd. ("Baron") and Coenda Investments Holding Corp. ("Coenda"), it has now executed definitive debt settlement agreements (the "Debt Settlement Agreements") with each of Baron and Coenda to settle an aggregate of $800,000 of bona fide debt (the "Debt") through the issuance of subordinate voting shares of the Company (the "Shares").

Terms of the Debt Settlement Agreements

Under the Debt Settlement Agreements, the Debt will be satisfied by the issuance of Shares at a deemed price of $0.0525 per Share, representing a 25% discount to the closing price of the Company's Shares on the Canadian Securities Exchange ("CSE") on the last trading day prior to this announcement, August 19, 2025. The Company expects to issue a total of 15,238,094 Shares as follows:

- 9,523,809 Shares to Coenda in full and final settlement of $500,000 of indebtedness; and,

- 5,714,285 Shares to Baron in full and final settlement of $300,000 of indebtedness.

The Shares will be subject to a four-month hold period under applicable Canadian securities laws. The Company expects to complete the issuance of Shares on or about August 28, 2025. Completion of the Debt Settlement Agreements will be subject to receipt of and all necessary regulatory approvals, including, if required, conditional approval by the CSE.

Strengthening the Balance Sheet

The Debt Settlement Agreements represent a significant step in improving the Company's financial position. By extinguishing $800,000 of debt without the use of cash, the Company strengthens its balance sheet and positions itself to focus resources on growth initiatives, operational stability, and long-term shareholder value creation.

Related Party Transaction and Financial Hardship Exemptions

The Creditors are related parties of the Company for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), by virtue of their principal shareholders serving as directors of the Company. Accordingly, the Debt Settlement Agreements constitute "related party transactions" under MI 61-101.

The Audit Committee of the Board (excluding interested directors) unanimously recommended approval of the Debt Settlement Agreements, determining that the Company is in serious financial difficulty, the transactions are designed to improve the Company's financial position, and the terms are reasonable in the circumstances. The independent directors subsequently approved the Debt Settlement Agreements in reliance on the exemptions from the formal valuation and minority approval requirements pursuant to sections 5.5(g) and 5.7(1)(e) of MI 61-101.

Impact on Shareholdings

Following completion of the Debt Settlement Agreements, Coenda will increase its holdings from approximately 49.15% to 54.86% of the issued and outstanding Shares, remaining a control person of the Company. Baron (together with its principal shareholder, David Eaton) will hold approximately 16.66% of the issued and outstanding Shares.

About Planet Based Foods Global Inc.

Planet Based Foods Global Inc. is reimagining the future of food through a diverse portfolio of sustainable ingredients, plant-based solutions, and advancements in agricultural technology. With a focus on environmental stewardship, product excellence, and scalable impact, the Company empowers food manufacturers, partners, and consumers to participate in a cleaner, healthier, and more resilient global food system. Planet Based Foods operates with integrity and purpose, delivering products that align with evolving consumer values and contribute to a more sustainable future.

Additional information is available at www.sedarplus.ca.

On Behalf of the Board

Claire Skillen
Chief Executive Officer and President
Contact: info@pbfglobal.com

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding future plans, strategies, objectives, expectations, and intentions of Planet Based Foods Global Inc. (the "Company"). These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, without limitation, industry developments, regulatory changes, access to capital, operational challenges, supply chain disruptions, and economic conditions. Actual results may differ materially from those expressed or implied in forward-looking statements. Readers are cautioned not to place undue reliance on these statements. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Additional information, including risk factors, is available in the Company's public filings on SEDAR+ at www.sedarplus.ca.

The Canadian Securities Exchange has not reviewed, approved, or disapproved the contents of this release and accepts no responsibility for its adequacy or accuracy.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263265

FAQ

What is the total value of debt being settled by Planet Based Foods (PBFFF)?

Planet Based Foods is settling $800,000 of debt through the issuance of shares, with $500,000 to Coenda and $300,000 to Baron.

What is the share price for PBFFF's debt settlement agreement?

The shares are being issued at $0.0525 per share, which represents a 25% discount to the closing price on August 19, 2025.

How many shares will Planet Based Foods (PBFFF) issue for the debt settlement?

The company will issue a total of 15,238,094 shares, with 9,523,809 shares to Coenda and 5,714,285 shares to Baron.

How will the debt settlement affect Coenda's ownership in Planet Based Foods?

Coenda's ownership will increase from 49.15% to 54.86% of the issued and outstanding shares, maintaining its position as a control person.

When will PBFFF complete the debt settlement share issuance?

The company expects to complete the share issuance on or about August 28, 2025, subject to regulatory approvals.