Plantify Foods Announces Closing of Private Placement
Summary
The Finders Shares are also subject to a TSXVenture Exchange hold period, which expires on April 20, 2025.The disclosure in this section is the soleresponsibility and is published at the request of N2Off, Inc. (theShareholder), pursuant to its disclosure obligations under NationalInstrument 62-103 The EarlyWarning System and Related Take-Over Bid and Insider ReportingIssues (NI 62-103).The requirement to provide this disclosure wastriggered by an increase in the Companys issued and outstandingshare capital on December 20, 2024 as a result of the closing of thePrivate Placement.Immediately prior to the closing of the PrivatePlacement, the Shareholder beneficially owned 2,845,891 common sharesin the capital of the Company (the Common Shares),representing approximately 65% of the issued and outstanding CommonShares. Immediately following closing of the Private Placement, theShareholder beneficially owned 2,845,891 Common Shares, representingapproximately 27% of the issued and outstanding Common Shares; adecrease in the Shareholders aggregate ownership of the issued andoutstanding Common Shares of approximately 38%.The Shareholder may from time to time acquireadditional securities of the Company or dispose of some or all of theexisting or additional securities, whether in transactions over theopen market or through privately negotiated arrangements or otherwise,or may continue to hold the same number of securities of the Company.A copy of the early warning report filed by theShareholder pursuant to NI 62-103 may be obtained under theCompanys profile on SEDAR+ (www.sedarplus.ca) and from theCompanys chief financial officer at the contact informationprovided below. For the purposes of the early warning requirementsunder NI 62-103, the head office address of the Company is: 2264 East11th Avenue, Vancouver, BC V5N 1Z6, and the address of the Creditoris: Hapardes 134 (Meshek Sander), Neve Yarak, 4994500Israel.Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.This news release contains forward-lookinginformation within the meaning of applicable Canadian securitieslegislation. Such risks and other factors may include, but are notlimited to: general business, economic, competitive, political andsocial uncertainties; general capital market conditions and marketprices for securities; delay or failure to receive regulatoryapprovals; the actual results of future operations; competition;changes in legislation, including environmental legislation, affectingPlantify; the timing and availability of external financing onacceptable terms; and loss of key individuals. A description ofadditional risk factors that may cause actual results to differmaterially from forward-looking information can be found inPlantifys disclosure documents on the SEDAR+ website atwww.sedarplus.ca.