Boosh Plant-Based Brands Inc. (CNSX:VEGI) executed an asset purchase agreement to acquire All of the assets of Beanfields, PBC for $4.6 million on February 11, 2022. As consideration for the Assets, Boosh will issue an aggregate of 8,000,000 common shares to the vendors of the Assets. As consideration for the Assets, Boosh will issue an aggregate of 8,000,000 common shares (the "Payment Shares") to the vendors of the Assets.

All of the Payment Shares will be subject to a six month contractual hold period, in addition to resale restrictions required under applicable securities laws in Canada and the United States. Thereafter, the holders have agreed that not more than 4% of the Payment Shares (or 320,000 Payment Shares) may be sold in any calendar month with certain exceptions. Boosh will also pay $400,000 through the issuance of a promissory note to the vendors bearing interest at a rate of 6% per annum (the "Note"), with interest only payments until the 18 month maturity of the Note, which Note may also be prepaid at any time without penalty.

Finally, Boosh will also commit to providing Beanfields aggregate working capital funding of $1,000,000, to be expended at the discretion of Boosh, of which $250,000 was funded upon the execution of the asset purchase agreement and the remainder is to be funded on or before March 10, 2022. Boosh may unwind the acquisition of the Assets and cancel the Note and return to treasury the Payment Shares, within 120 days of closing, which is currently expected to occur on Wednesday, February 16, 2022. The assets generated revenues of $14,599,920 during the year ended December 31, 2021.

The transaction is subject to regulatory approvals as well as other customary conditions of closing. The completion of the transaction is expected to result in the creation of two new insiders of Boosh being Venture Lending & Leasing VIII, Inc., a private Maryland corporation and Venture Lending & Leasing IX, Inc., a private Maryland corporation, who will each hold 3,830,000 of the Payment Shares, representing 14.14% of the then outstanding common shares of Boosh.