(TheNewswire)

VANCOUVER, BC – TheNewswire - February 12, 2025 - Pangea Natural Foods Inc. (the “Company” or “Pangea”) (CSE: PNGA) (OTCQB: PNGAF), a manufacturer and co-packer of health food products and supplements, is pleased to announce it has entered into a non-binding letter of intent (the “ LOI ”) with Amino Innovations Corp. (“ Amino ”), pursuant to which the Company proposes to acquire 100% of the common shares in the capital of Amino (the “ Proposed Transaction ”).

Amino is a newly formed company dedicated to advancing health and wellness by providing consumers with innovative peptide therapies through effective and accessible delivery systems. Amino’s product line includes peptide formulations for sports recovery, autoimmune support, skin repair and sleep health.

Transaction Overview

The Proposed Transaction is expected to be structured as a share exchange transaction pursuant to which Pangea will acquire 100 per cent of the issued and outstanding common shares in the capital of Amino by the issuance of an aggregate of 12,000,000 common shares on a post-consolidated basis (see the Company’s February 4, 2025 release) in the capital of Pangea (“ Pangea Shares ”) on closing of the Proposed Transaction to Amino shareholders. Following closing, it is expected that Amino shareholders will collectively own approximately 45.5% of the issued and outstanding Pangea Shares. The Pangea Shares issued to Amino shareholders will be subject to escrow and resale restrictions to be agreed upon by Pangea and Amino.

The LOI sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The Proposed Transaction remains subject to certain closing conditions, including, without limitation: (a) the completion of customary due diligence; (b) the negotiation and execution of a definitive agreement (the “ Definitive Agreement ”); and (c) the receipt of all required regulatory and third-party approvals and, if applicable, the approval of the shareholders of Amino. There can be no guarantees that the proposed transaction will be completed as contemplated or at all.

Upon the execution of a Definitive Agreement between the Company and Amino, the Company will issue a subsequent news release containing the details of the Definitive Agreement and any additional terms of the Proposed Transaction.

In addition to contractual escrow, all securities issued pursuant to the proposed transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106, Prospectus Exemptions, of the Canadian Securities Administrators and may be subject to an applicable statutory hold period, along with any escrow restrictions imposed under applicable securities laws.

Finder's fees may be payable in connection with the Proposed Transaction, all in accordance with the policies of the Canadian Securities Exchange.

About Pangea Natural Foods Inc.

Pangea Natural Foods Inc. is a food manufacturing company focused on manufacturing, co-packing and distributing high-quality plant-based food and health products across North America.

On Behalf of the Board of Directors

"Pratap Sandhu"

Pratap Sandhu
CEO, Corporate Secretary and Director

For further information, please visit the Company’s website at www.pangeafood.com or contact:

Pangea Natural Foods Inc.

Pratap Sandhu, Chief Executive Officer
Telephone: +1 (604) 765-8069

Email: pratap@pangeafood.com
Media contact: media@pangeafood.com

Forward-Looking Information

This news release contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. More particularly and without limitation, this news release contains forward–looking statements and information relating to the closing of the Proposed Transaction, the conditions to completing the Proposed Transaction, the payment of a finder’s fee, the timing and receipt of the applicable regulatory, corporate and third-party approvals and other matters. The forward–looking statements and information are based on certain key expectations and assumptions made by the management of the Company. As a result, there can be no assurance that the Proposed Transaction or related matters will be completed as proposed or at all. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward–looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward–looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to complete the Proposed Transaction as currently proposed or at all, the ability of the Company to complete its planned future activities and anticipated business plans, the ability of the Company to obtain sufficient financing to fund its business activities and plans, and the Company's ability to obtain the applicable regulatory, corporate and third party approvals of the Proposed Transaction. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in the financial markets and changes in laws, regulations and policies affecting the Company's operations and the Company's limited operating history. Accordingly, readers should not place undue reliance on the forward–looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward– looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward–looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

SOURCE Pangea Natural Foods Inc.

Copyright (c) 2025 TheNewswire - All rights reserved.