PlantPlus Foods Canada Inc. entered into letter of intent to acquire Sol Cuisine Ltd. (TSXV:VEG) from BDC Capital Inc., Export Development Canada, New Acres Capital Ag Food Limited Partnership managed by Kirchner Asset Management, Investeco Sustainable Food Fund, L.P. managed by Investeco Capital Corp., Planted Power Inc, Adam Kozak, John Flanagan and Michael Fata for approximately CAD 110 million on August 13, 2021. PlantPlus Foods Canada Inc. agreed to acquire Sol Cuisine Ltd. (TSXV:VEG) from BDC Capital Inc., Export Development Canada, New Acres Capital Ag Food Limited Partnership managed by Kirchner Asset Management, Investeco Sustainable Food Fund, L.P. managed by Investeco Capital Corp., Planted Power Inc, Adam Kozak, John Flanagan and Michael Fata on November 11, 2021. PlantPlus will acquire all of outstanding common shares of Sol Cuisine for CAD 2.06 per share in cash, all of outstanding common share purchase warrants and compensation options of Sol Cuisine for CAD 0.18 per warrant or compensation option, as the case may be, in cash, and all of the outstanding stock options of Sol Cuisine for a cash payment equal to the amount (if any) by which the share consideration exceeds the exercise price of such options. The consideration payable represents a 211% premium to the 5-day volume-weighted average trading price (VWAP) of Sol Cuisine's common shares on the TSX Venture Exchange (TSX-V) and a 215% premium to the 20-day VWAP of Sol Cuisine's common shares for the period ended November 11, 2021, representing a total purchase price for common shares of approximately CAD 112.0 million. The total value of transaction (taking into account the Warrants, Compensation Options and Options) is approximately CAD 125.4 million. The consideration under the arrangement is all cash. Upon completion, Sol Cuisine will apply to be de-listed from the TSX-V and to cease to be a reporting issuer. Termination fee of CAD 5 million will be made to PlantPlus if transaction is not completed in certain specified circumstances.

Transaction is subject to the approval of the Superior Court of Justice (Ontario) Commercial List, applicable regulatory approvals, the obtaining of material consents and waivers, Sol Cuisine Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 5% of the outstanding shares and satisfaction of certain closing conditions customary in transactions of this nature. Transaction will also be subject to approval by at least 66 2/3% of the votes cast at a special meeting of Sol Cuisine's shareholders that is expected to be held in January 2022. Sol Cuisine independent directors have unanimously determined, and Sol Cuisine board of directors has determined, that arrangement is in best interests of Sol Cuisine and is fair to Sol Cuisine's shareholders and they are recommending that Sol Cuisine's shareholders vote in favour of arrangement. All directors and executive officers of Sol Cuisine, including Dror Balshine, as well as certain other significant shareholders, collectively holding approximately 88% of Sol Cuisine's outstanding common shares, have entered into customary voting support agreements, pursuant to which, among other things, they have agreed to vote their common shares in favour of arrangement. Shareholder meeting will be held on January 7, 2022. As of January 7, 2022, the shareholders of Sol Cuisine approved the transaction. As of January 12, 2022, completion of the Arrangement remains subject to the satisfaction or waiver of certain conditions, including obtaining certain third-party consents and approvals. On January 12, 2022, Sol Cuisine Ltd. obtained a final order of the Ontario Superior Court of Justice approving the acquisition. Transaction is expected to close by the end of February 2022. As of December 16, 2021, it is expected that the Arrangement will become effective thereafter in January 2022. As of January 12, 2022, It is anticipated completion will occur later in January 2022. Paradigm Capital Inc. acted as a financial advisor and fairness opinion provider to board of directors of Sol Cuisine. Jason A. Saltzman, Kathleen Ritchie, Paul Carenza, Charlotte McDonald, Ian MacDonald, Andrew Bratt, Wendy Wagner, Lewis Retik, Michael Watson, and Chris Oates of Gowling WLG (Canada) LLP acted as a legal advisors to Sol Cuisine. Matthew Cumming of McCarthy Tétrault LLP and Matt Poulter of Linklaters LLP acted as a legal advisor to PlantPlus Foods Canada and PlantPlus Foods LLC. TSX Trust Company is acting as escrow agent in the transaction. TSX Trust Company is acting as transfer agent to Sol.

PlantPlus Foods Canada Inc. completed the acquisition of Sol Cuisine Ltd. (TSXV:VEG) from BDC Capital Inc., Export Development Canada, New Acres Capital Ag Food Limited Partnership managed by Kirchner Asset Management, Investeco Sustainable Food Fund, L.P. managed by Investeco Capital Corp., Planted Power Inc, Adam Kozak, John Flanagan and Michael Fata on January 19, 2022.