Vancouver, British Columbia–(Newsfile Corp. – February 11, 2022) – Boosh Plant-Based Brands Inc. (CSE: VEGI) (OTCQB: VGGIF) (FSE: 77i) (“Boom“or the”Society”) is pleased to announce that it has today entered into an asset purchase agreement to acquire substantially all of the assets of Beanfields Inc. (the “Assets”).

The acquisition reflects the company’s strategy taking root, delivering value creation and an instant accretive opportunity for shareholders, bringing a leading brand to the Boosh portfolio. This transaction makes Boosh one of the largest plant-based emerging markets food companies in the world.

Beanfield Inc.

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Beanfields produces and sells healthy, gluten-free, non-GMO, vegan and allergen-free bean-based crisps. The portfolio includes a wide range of nine flavors, including Black Bean, Sour Cream & Onion, Firey Hot and Nacho flavors. They capitalized on industry trends of “better for you” in the savory snack category.

Beanfields received the 2019 “Rising Star Award” from the NOSH organization (Natural, Organic, Sustainable and Healthy). In June 2021, she launched her Rings line, which has become one of her best-selling products. Last December, NOSH recognized Rings as the Best New Product for 2021. Beanfields currently has clearances in over 7,000 North American locations.

Jim Pakulis, Managing Director of Boosh, commented: “The Beanfields team has done an incredible job of making Beanfields one of the top five brands in the category. They led the category with innovation and built a truly differentiated brand. Now, with Boosh’s resources, infrastructure and infrastructure and capabilities, we hope to help Beanfields reach its next level.”

“This is truly an incredible opportunity to have one of the fastest growing plant-based potato chips and onion rings in Canada and the United States,” says Connie Marples, Founder and President of Boosh. “Beanfields’ packaging design, as well as their product lines, is directly in line with our style and philosophy. Like Boosh, Beanfields offers fun, healthy and plant-based options for families. We look forward to introducing Beanfields as a member of the Boosh family at the Natural Products Expo West in Anaheim, March 10-12and.”

“Operationally, we have everyone on deck during the transition period and will begin contacting existing customers next week,” says TJ Walsh, North American Sales Manager. “In the meantime, we urge all Super Bowl fans to stock up on Beanfields crisps and onion rings before sitting down and enjoying a number of Boosh entrees, pates and cheeses.”

In consideration for the Assets, Boosh will issue an aggregate of 8,000,000 shares of common stock (the “Payment Shares”) to the sellers of the Assets. All Payout Shares will be subject to a contractual hold period of six months, in addition to resale restrictions required under applicable securities laws in Canada and the United States. Subsequently, the holders agreed that no more than 4% of Payout Shares (or 320,000 Payout Shares) may be sold in any calendar month, subject to certain exceptions. Boosh will also pay $400,000 by issuing a promissory note to the sellers bearing interest at a rate of 6% per annum (the “Note”), with interest-only payments until maturity on 18 month of the ticket, which ticket can also be prepaid at any time without penalty. Finally, Boosh will also agree to provide Beanfields with aggregate working capital of $1,000,000, to be spent at Boosh’s discretion, of which $250,000 was funded upon execution of the purchase agreement. assets and the remainder must be funded no later than March 10, 2022. Boosh will prepare, with the assistance of its auditor, audited financial statements of the activity of the assets for the years ended December 31, 2021 and 2020 (the “statements audited”). In the event the audited statements demonstrate a discrepancy of 20% or more from the statements made regarding the financial condition of the assets, Boosh may unwind the acquisition of the assets and cancel the rating and return to treasury the payment actions, within 120 days. closing, which is currently expected to take place on Wednesday, February 16, 2022, subject to regulatory approvals as well as other customary closing conditions.

Completion of the transaction is expected to result in the creation of two new Boosh insiders, namely Venture Lending & Leasing VIII, Inc., a private Maryland company and Venture Lending & Leasing IX, Inc., a private Maryland company, who will be each hold 3,830,000 Payout Shares, representing 14.14% of Boosh’s then outstanding common stock.

On behalf of the Board of Directors

Jim Pakulis
Chief executive officer
[email protected]

Telephone: (833) 882-6674

www.booshfood.com

About Boosh Plant-Based Brands Inc.:

Boosh Plant-Based Brands Inc., through its wholly-owned subsidiary, Boosh Food (www.booshfood.com), offers high-quality, non-GMO, gluten-free, 100% plant-based nutritional comfort foods for the entire family. family. We currently offer 24 plant-based SKUs ranging from frozen meals to refrigerated entrees to shelf-stable Macs & Cheezes, and we sell them across Canada. Boosh, good for you and good for planet Earth.

The information in this press release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward-looking statements. These statements are based on assumptions subject to significant risks and uncertainties. Due to these risks and uncertainties and due to various factors, actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this press release include, but are not limited to, the Company’s plans regarding the Assets, potential revenues from the Assets and the Company’s intention to complete the acquisition of the Assets. actual results will differ materially from these forward-looking statements as well as from future results. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the expectations in the forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting these forward-looking statements. statements or otherwise.

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.

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