Red Light Holland's Wholly Owned Subsidiary Happy Caps Expands Safeway Partnership to 123 Stores Across the U.S. Pacific Northwest, in Time for American Thanksgiving

Rhea-AI Summary

Red Light Holland (OTCQB: TRUFF) announced that its wholly owned subsidiary Happy Caps expands distribution with Albertsons Companies' Safeway banner to 123 stores across Oregon and Washington, up from 66 stores, with rollout the week of November 17, 2025 and a replenishment order the week of December 5, 2025 for the holiday season.

Key metrics: 4,428 units to be supplied (up from 2,376), locally produced in Oregon with Trailbridge Mushroom Farm, featuring Shiitake, Lion's Mane, and Oyster home grow kits. The release also discloses equity actions: 100,000 stock options at $0.05, 4,250,000 RSUs, and issuance of 5,611,250 shares to settle debt at $0.035 per share, including related-party RSU and share participation.

Positive

• Retail footprint expanded to 123 Safeway stores
• Units supplied increased to 4,428 from 2,376
• Holiday timing rollout week of November 17, 2025 with Dec 5 replenishment
• Locally made product partnership with Trailbridge Mushroom Farm in Oregon

Negative

• Issuance of 5,611,250 shares to settle debt at $0.035 may dilute shareholders
• Grant of 4,250,000 RSUs and 100,000 options increases future share overhang
• Related-party participation: director received 3,500,000 RSUs and received 4,659,750 shares
• Company did not file a material change report more than 21 days before RSU and debt settlements

Toronto, Ontario--(Newsfile Corp. - November 11, 2025) - Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTCQB: TRUFF) ("Red Light Holland" or the "Company"), a company engaged in the production, growth, and sale of functional mushrooms and mushroom home grow kits in North America and Europe, is pleased to announce a major U.S. retail expansion milestone for its wholly owned subsidiary, 4316747 Nova Scotia Limited o/a Happy Caps Mushroom Farm ("Happy Caps") with Albertsons Companies and its Safeway banner.

Following its successful initial launch in 66 Safeway stores earlier this year, Happy Caps is thrilled to announce an expanded partnership with Albertsons Companies, increasing distribution by 86% to 123 Safeway locations across Oregon and Washington State.

This expanded program will roll out the week of November 17, 2025, perfectly timed for American Thanksgiving, with a replenishment order scheduled for the week of December 5 to support the holiday season.

Happy Caps' premium home grow kits, including Shiitake, Lion's Mane, and Oyster mushrooms will be featured prominently across Safeway's Northwest Region locations. Each kit is Made in Oregon in partnership with Trailbridge Mushroom Farm, ensuring local freshness, improved sustainability, and enhanced margins.

Key Highlights of the Safeway Expansion

• 123 Safeway stores across Oregon and Washington (up from 66 stores)
• Available the week of November 17 to support Thanksgiving celebrations
• Replenishment order the week of December 5 for the holiday season
• 4,428 total units, up from 2,376 units in the spring program
• Locally produced in Oregon with Trailbridge Mushroom Farm
• Part of Albertsons Companies, which operates over 2,200 stores across the U.S.

"We're extremely proud to nearly double our U.S. retail footprint with Safeway, just in time for American Thanksgiving," said Todd Shapiro, CEO and Director of Red Light Holland. "This expansion into 123 stores reflects strong consumer demand and confidence in our Happy Caps brand. Our locally made, organic home grow kits offer freshness, fun, and functionality and now even more Americans can experience the joy of growing their own mushrooms at home."

This milestone underscores Happy Caps' growing U.S. momentum and the Company's continued commitment to expanding its premium mushroom product offerings across North America.

Grants of Stock Options and RSUs

Pursuant to the Company's equity incentive plan (the "Plan") approved at the Company's annual, general and special meeting held on October 31, 2024, the Company granted 100,000 options (the "Stock Options") to acquire common shares of the Company ("Shares") to an incoming employee of the Company. The Stock Options are exercisable at a price of $0.05 per share until November 3, 2030, vesting over the next two years. In addition, the Company granted 4,250,000 restricted stock units (the "RSUs") to certain officers, employees, and consultants of the Company, vesting over the next two years.

The Shares underlying the Stock Options and RSUs are subject to a statutory four month and one day hold period, and such further restrictions as may apply under foreign securities laws.

A director of the Company received 3,500,000 RSUs representing a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The participation of the related party of the Company is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(1) of MI 61-101, as neither the fair market value of the subject matter of the transaction, nor the consideration, exceed 25% of the Company's market capitalization.. The Company did not file a material change report related to the RSU grant more than 21 days before the grant as required by MI 61- 101 but believes that this shorter period is reasonable and necessary in the circumstances as the Company wishes to incentivize the retaining of key personnel as soon as possible.

Issuance of Shares for Debt Settlement

The Company also announces that its board of directors has approved the issuance of 5,611,250 Shares to directors and consultants at the deemed price of $0.035 per share in consideration for these parties agreeing to reduce their cash compensation they are entitled to, allowing the Company to preserve their cash balance.

As directors of the Company received 4,659,750 Shares representing a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The participation of the related party of the Company is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(1) of MI 61-101, as neither the fair market value of the subject matter of the transaction, nor the consideration, exceed 25% of the Company's market capitalization.. The Company did not file a material change report related to the debt settlement more than 21 days before the settlement as required by MI 61- 101 but believes that this shorter period is reasonable and necessary in the circumstances as the Company wishes to remove the cash obligation as soon as possible.

Furthermore, the Company's board of directors has approved the settlement of amounts owing to arm's length creditors through the issuance of Shares in the capital of the Company at the deemed price per share to be determined at time of settlement.

About Happy Caps Mushroom Farm

Happy Caps is an urban gourmet mushroom farm specializing in quality 'grow your own mushroom kits' and a newly launched functional lion's mane and shiitake gummies 60 pack. www.HappyCaps.ca - HappyCapsUSA.com

About Red Light Holland
Red Light Holland is an Ontario-based corporation engaged in the production, growth and sale of functional mushrooms and mushroom home grow kits in North America and Europe.

For additional information:
Todd Shapiro
Chief Executive Officer and Director
Tel: 647-204-7129

Email: todd@redlight.co
Website: www.redlight.co

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-Looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Examples of such information include statements with respect to: the stated plans, goals, and benefits of the partnership with Albertsons Companies - Safeway stores in Oregon, including the products and mushroom varieties to be offered for sale, the Albertsons Companies - Safeway stores in Oregon and Washington State locations which the Company's products will be available for purchase, and the timelines thereof; the stated partnership security with Trailbridge Farms, the stated benefits of the Company's Happy Caps Mushroom Home Grow Kits; the Company's continued exploration of partnerships with major retailers across North America; the IPL signals the quantities of product that Albertsons Companies - Safeway stores in Oregon Washington State currently estimates it might purchase from Happy Caps and these estimates are provided to help Happy Caps have a general idea of Albertsons Companies - Safeway stores in Oregon's Washington State's current thinking about potential future purchases and timelines of Happy Caps Mushroom Home Grow Kits; and the Company's stated business plans and goals.

Forward-Looking information in this news release are based on certain assumptions and expected future events, namely: continued approval of the Company's activities by the relevant governmental and/or regulatory authorities; the Company's ability to carry out its stated plans, goals, and benefits of the partnership with Albertsons Companies - Safeway stores in Oregon and Washington State under the stated timelines; the potential that Albertsons Companies - Safeway stores in Oregon and Washington State may cancel Happy Caps Mushroom Grow kits including the potential of Albertsons Companies - Safeway stores in Oregon and Washington State to cancel the current purchase order of Happy Caps Home Grow Kits; the Company's ability to realize upon the stated benefits of the Company's Happy Caps Mushroom Home Grow Kits; the ability for Happy Caps to continue to be a leader in the Canadian mushroom home grow kit market; the Company's ability to continue its exploration of partnerships with major retailers across North America; and the Company's ability to carry out its stated business plans and goals.

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, the Company's inability to obtain continued approval of the Company's activities by the relevant governmental and/or regulatory authorities; the Company's inability to carry out its stated plans, goals, and benefits of the partnership with Albertsons Companies - Safeway stores in Oregon and Washington State under the stated timelines; the Company's inability to realize upon the stated benefits of the Company's Happy Caps Mushroom Home Grow Kits; the Company's inability to continue its exploration of partnerships with major retailers across North America; the potential that Albertsons Companies - Safeway stores in Oregon and Washington State may not follow through with the purchase order of home grow kits; and the Company's inability to carry out its stated business plans and goals.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.

The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273977

FAQ

What does Red Light Holland's Safeway expansion mean for TRUFF shareholders on November 11, 2025?

Happy Caps expands distribution to 123 Safeway stores in OR and WA with 4,428 units scheduled for holiday rollout, increasing U.S. retail presence.

When will Happy Caps products appear in Safeway stores under TRUFF?

Products will be available the week of November 17, 2025, with a replenishment order the week of December 5, 2025.

How many units did Red Light Holland secure for the Safeway program (TRUFF)?

The program totals 4,428 units, up from 2,376 units in the spring program.

What equity grants did Red Light Holland disclose on November 11, 2025 for TRUFF?

The company granted 100,000 options at $0.05, 4,250,000 RSUs vesting over two years, and approved issuance of 5,611,250 shares to settle debt at $0.035.

Are there related-party equity transactions disclosed by Red Light Holland (TRUFF)?

Yes; a director received 3,500,000 RSUs and directors received 4,659,750 shares as part of the described transactions.

Where are Happy Caps home grow kits for TRUFF produced for the Safeway rollout?

Kits are made in Oregon in partnership with Trailbridge Mushroom Farm.