BABY Else Nutrition Holdings Inc

ELSE NUTRITION HOLDINGS INC. (BABY) (BABYF) (0YL.F) ("Else" or the "Company"), the Plant-Based baby, toddler, and children nutrition company, today announced that it has entered into an agreement with a single, healthcare-focused institutional investor for the purchase and sale of 13,245,033 Units (the “Units”) of the Company (collectively, the “Offering”), which will be sold at an issue price of US$0.151 per Unit (the “Issue Price”), for aggregate gross proceeds of US$2 million. The Offering is scheduled to close on, or shortly after, June 28, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The Company plans to use the net proceeds from the Offering to fund research and development, fund sales and marketing, acquire inventory, and for general corporate purposes.

Each Unit will be comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase Warrant (a “Warrant”). Each Warrant will be exercisable immediately to acquire one Common Share at a price of US$0.151 per Common Share and will expire five years after issuance.

In connection with the Offering, the Company plans to file a prospectus supplement (the "Supplement") to its short form base shelf prospectus dated November 10, 2023 (the "Base Shelf Prospectus") with the securities commissions in each of the provinces of Canada, excluding Quebec.

The Preliminary Supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Preliminary Supplement, the Base Shelf Prospectus and the other documents the Company has filed before making an investment decision. Copies of the Prospectus Supplement, following filing thereof, and the Base Shelf Prospectus will be available on SEDAR+ at www.sedarplus.com.

The Company has also agreed, subject to the receipt of Toronto Stock Exchange approval, that certain existing warrants issued in June 2022 (as amended in January of 2024) and November 2023 (together, the “Amended Warrants”) to purchase, collectively, up to an aggregate of 15,857,142 Common Shares at an exercise price of C$0.485 per Common Share, will be reduced so that the exercise price of such warrants will be US$0.151 per Common Share, effective upon the closing of the Offering or thereafter if required by the Toronto Stock Exchange. Additionally, the Amended Warrants shall expire five years from the closing of the Offering. All other terms of these warrants shall remain the same.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. “United States” and “U.S. persons” are as defined in Regulation S under the U.S. Securities Act.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. (TSX: BABY, OTCQX: BABYF, FSE: 0YL) is a food and nutrition company in the international expansion stage focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formulas. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat, and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth.

Awards and Recognition:

• "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit
• #1 Best Seller on Amazon in the Fall of 2020 in the New Baby & Toddler Formula Category
• “Best Dairy Alternative” Award 2021 at World Plant-Based Expo
• Nexty Award Finalist at Expo West 2022 in the Plant-Based lifestyle category
• During September 2022, Else Super Cereal reached the #1 Best Seller in Baby Cereal across all brands on Amazon

Investor Relations Contact:

Alexandra SchiltCrescendo Communications, LLCOffice: (212) 671-1020 Ext: 305Email: aschilt@crescendo-ir.com

TSX

Neither the TSX nor its regulation services provider (as that term is defined in the policies of the TSX) accept responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Statements

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "will" or similar expressions. Forward-looking statements in this press release include statements with respect to the Offering. Such forward-looking statements reflect current estimates, beliefs, and assumptions, which are based on management's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. No assurance can be given that the foregoing will prove to be correct. Forward-looking statements made in this press release assume, among others, the expectation that there will be no interruptions or supply chain failures as a result of COVID-19 and that the manufacturing, broker, and supply logistic agreement with the company does not terminate. Actual results may differ from the estimates, beliefs, and assumptions expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's expectations only as of the date of this press release. The company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.