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 announces that it has closed its previously announced offering of Units (the “Units”) of the Company (the “Offering”). Pursuant to the Offering, the Company issued a total of 13,245,033 Units at a price of US$0.151 per Unit for gross proceeds of US$2,000,000.

Each Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one common share at a price of US$0.151 until July 5, 2029.

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.

In connection with the Offering, the Company paid a cash fee of US$140,000 and issued 927,152 common share purchase warrants to an arms-length advisor of the Company. The warrants issued to the advisor are exercisable to acquire one common share at a price of US$0.151 until July 5, 2029.

In connection with the Offering, the Company filed an amended and restated prospectus supplement, amending and restating the prospectus supplement dated June 28, 2024, to its short form base shelf prospectus dated November 10, 2023 with the securities commissions in each of the provinces of Canada, excluding Quebec. Copies of the supplement and the base shelf prospectus are available on SEDAR+ at www.sedarplus.com.

As previously announced on June 26, 2024, the Company will amend certain existing warrants issued in June 2022 (as amended in January 2024) and November 2023 (together, the “Amended Warrants”) to purchase, collectively, up to an aggregate of 15,857,142 common shares. The exercise price of the Amended Warrants will be reduced from C$0.485 to US$0.151 per common share and the expiry date of the Amended Warrants will be extended from November 21, 2028 to July 5, 2029. All other terms of the Amended Warrants shall remain the same. The effective date of the amendments to the Amended Warrants will be July 12, 2024.

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

For more information, visit www.elsenutrition.com or @elsenutrition on Facebook and Instagram.

For more information, contact:Mrs. Hamutal Yitzhak, CEO, Co-Founder & DirectorELSE Nutrition Holdings Inc.E: hamutaly@elsenutrition.com P: +972(0)3-6445095

Mr. Sokhie Puar, Lead Director of Else NutritionEmail: sokhiep@elsenutrition.com P: 604-603-7787

Investor Relations Contact:

Alexandra SchiltCrescendo Communications, LLCP: 212-671-1020 E: baby@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 use of the proceeds from the Offering and the effective date of the Amended Warrants. 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 issues 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.