JF Investment Co., Ltd. entered into letter of intent to acquire remaining stake in Just Kitchen Holdings Corp. (TSXV:JK) on March 30, 2023. JF Investment Co., Ltd. entered into an arrangement agreement to acquire remaining 85.6% stake in Just Kitchen Holdings Corp. for CAD 8 million on May 19, 2023. Pursuant to the arrangement agreement, JF Investment Co., Ltd. will acquire all of the issued and outstanding common shares of Just Kitchen Holdings Corp. by way of a statutory plan of arrangement. Under the terms of the arrangement, each holder of Common Shares, other than the Electing Shareholders and the Purchaser Shareholders will receive cash consideration of CAD 0.09 for each Common Share held. Under the arrangement, each vested restricted share unit of Just Kitchen Holdings Corp. outstanding immediately prior to the completion of the Transaction shall be exchanged for one Common Share. In addition, each option to purchase a Common Share outstanding immediately prior to the completion of the transaction will automatically vest and be cancelled in exchange for a cash payment from the company equal to the amount (if any) by which CAD 0.09 exceeds the exercise price of such Company Option. All unvested RSUs and performance warrants of the company outstanding immediately prior to the completion of the transaction will be cancelled. Shareholders will be provided with the option to elect not to receive the cash consideration with respect to their Common Shares and instead become shareholders of JK Taiwan (the ?Electing Shareholders?) and hold such number of JK Taiwan shares that will result in the in such Shareholder holding the same equity interest in JK Taiwan following completion of the transaction as the Shareholder held in the Just Kitchen Holdings Corp. immediately prior to the completion of the transaction. JF Investment Co., Ltd in the aggregate hold 14.4 million Common Shares in Just Kitchen Holdings Corp. JF Investment Co., Ltd. and Just Kitchen Holdings Corp. (TSXV:JK) entered into an amended and restated arrangement agreement on June 27, 2023. Pursuant to the terms of the A&R Arrangement Agreement, holders of Common Shares (?Shareholders?) will be provided with the option to elect not to receive the cash consideration of CAD 0.09 for each common share held and instead receive shares of the purchaser (the ?Electing Shareholders?) and hold such number of class A preferred shares of the purchaser (the ?Purchaser Shares?) that will result in such shareholder holding the same equity interest in the purchaser following completion of the transaction as the shareholder held in the Company immediately prior to the completion of the transaction. As per filling on September 20, 2023, Just Kitchen Holdings announces second extension for holders of common shares of the Just kitchen to elect to receive preferred shares of JF investment. Shareholders who wish to receive shares must deliver a duly completed and signed letter of transmittal and election form to Odyssey Trust Company by the new election deadline of 10:00 a.m. on September 29, 2023.

Pursuant to the terms of the agreement, upon closing the transaction, all of the continuing assets of Just Kitchen Holdings Corp will be transferred to JK Taiwan pursuant the terms and conditions of an assignment and assumption agreement to be entered into between Just Kitchen Holdings Corp and JK Taiwan. In connection with the transaction, JF Investment Co., Ltd. has also agreed to loan funds to JK Taiwan on terms and conditions to be mutually agreed between the parties to fund its operations until closing of the transaction. The completion of the transaction will be subject to approval of the holders of Common Shares and Options at a special meeting of securityholders. The transaction is also subject to the approval of the Supreme Court of British Columbia, in addition to certain regulatory approvals and closing conditions customary to a transaction of this nature. Certain directors, officers and significant shareholders (who hold in the aggregate approximately 9.7% of the issued and outstanding Common Shares on a non-diluted basis, and 40.7% of the issued and outstanding Options) have entered into Voting, Support & Election Agreements with the Purchaser, pursuant to which they have agreed, among other things, to vote their Common Shares and Options in favour of the Transaction, subject to certain exceptions, and to elect to be an Electing shareholder. The board of directors of Just Kitchen Holdings Corp. has unanimously determined that the Transaction is in the best interests of the Company and is fair to its shareholders. The determination of the Board was made upon the recommendation of a special committee of independent directors. The shareholders of Just Kitchen approved the transaction on September 1, 2023. The Company will seek a final order (the ?Final Order?) of the British Columbia Supreme Court to approve the Arrangement on September 7, 2023. Just Kitchen Holdings Corp. is pleased to announce that it has obtained a final order of the Supreme Court of British Columbia approving its previously announced plan of arrangement with JF Investment Co., Ltd. it is expected that the Arrangement will be completed in late September to early October 2023. Following completion of the Arrangement, it is expected that the Common Shares will be delisted from the TSX Venture Exchange.

Evans & Evans, Inc. provided fairness opinion to the special committee of independent directors of Just Kitchen Holdings Corp. McMillan LLP is acting as legal advisor to Just Kitchen Holdings Corp., and Sandhu ESG Law is acting as legal advisor to JF Investment Co., Ltd.