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Else Nutrition Announces Size of Previously Announced Marketed Public Offering of Units

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

VANCOUVER, BCOct. 14, 2021 /CNW/ – Else Nutrition Holdings Inc. (TSX.V:BABY) (OTCQB:BABYF) (FSE:0YL)(“Else” or the “Company”), a leading producer of plant-based baby, toddler, and children’s food products, is pleased to announce that its previously announced marketed public offering (the “Offering“) of units of the Company (the “Units“), which will be sold at a price of $2.15 per Unit, will be for an aggregate of 7,000,000 Units for total gross proceeds of $15,050,000.

The Units will be offered for sale by the Company in the Offering, which will be conducted through a syndicate of underwriters (the “Underwriters“) led by Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp. as co-lead underwriters and co-bookrunners. Each Unit will be comprised of one common share in the capital of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“). Each Warrant will be exercisable to acquire one Common Share for a period of 60 months following the closing of the Offering (the “Closing“) at an exercise price of $2.70.

The Company has granted the Underwriters an option (the “Over-Allotment Option“), exercisable in whole or in part at any time on or up to 30 days after the Closing, to purchase, or to find substituted purchasers for, up to an additional 1,050,000 Units, equal to 15% of the number of Units sold pursuant to the Offering at the Issue Price to cover over-allotments, if any, and for market stabilization purposes, for additional gross proceeds of up to $2,257,500, for total gross proceeds of $17,307,500. The Over-Allotment Option shall be exercisable for Units, Common Shares, or Warrants (or any combination thereof).

The Company plans to use the net proceeds from the offering to establish a manufacturing facility, acquire inventory, fund research, and development including clinical studies, fund sales and marketing, and for general corporate purposes.

The offering is scheduled to close on or about October 21, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

On October 13, 2021, in connection with the Offering, the Company filed a preliminary supplement (the “Preliminary Supplement“) to its short form base shelf prospectus dated April 20, 2021 (the “Base Shelf Prospectus“) with the securities commissions in each of the provinces of Canada, excluding Quebec.

The Preliminary Supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Preliminary Supplement, the Base Shelf Prospectus and the other documents the Company has filed before making an investment decision. Copies of the Prospectus Supplement, the following the filing thereof, and the Base Shelf Prospectus will be available on SEDAR at www.sedar.com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities to be offered have not been, and will not be registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About Else Nutrition Holdings Inc.

Else Nutrition Holdings Inc. (TSX.V:BABY) (OTCQB:BABYF) (FSE:0YL)(“Else” or the “Company”). Else Nutrition GH Ltd. is an Israel-based food and nutrition company focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy, formula is a clean-ingredient alternative to dairy-based formula. Else Nutrition (formerly INDI) won the “2017 Best Health and Diet Solutions” award at the Global Food Innovation Summit in Milan. Else Plant-Based Complete Nutrition for Toddlers was recently ranked as the #1 Top Seller in the baby and toddler formula category on Amazon. The holding company, Else Nutrition Holdings Inc., is a publicly-traded company, listed as TSX Venture Exchange under the trading symbol BABY and is quoted on the US OTC Markets QX board under the trading symbol BABYF and on the Frankfurt Exchange under the symbol 0YL. Else’s Executives includes leaders hailing from leading infant nutrition companies. Many of Else advisory board members had past executive roles in companies such as Mead Johnson, Abbott Nutrition, Plum Organics, and leading infant nutrition Societies, and some of them currently serve in different roles in leading medical centers and academic institutes such as Boston Children’s Hospital, Pediatrics at Harvard Medical SchoolUSATel Aviv University, Schneider Children’s Medical Center of Israel, Rambam Medical Center and Technion, Israel and University Hospital Brussels, Belgium.

For more information, visit: elsenutrition.com or @elsenutrition on Facebook and Instagram.

TSX Venture Exchange

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Statement

This press release contains statements that may constitute “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as “will” or similar expressions. Forward-looking statements in this press release include statements with respect to the anticipated dates for filing the Company’s financial disclosure documents.   Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management’s perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. No assurance can be given that the foregoing will prove to be correct. Forward-looking statements made in this press release assume, among others, the expectation that there will be no interruptions or supply chain failures as a result of COVID 19 and that the manufacturing, broker and supply logistic agreement with the Company do not terminate. Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements.   Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s expectations only as of the date of this press release. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Please See Disclaimer

Else Nutrition Holdings Inc


Disclosure:

1) The author of the Article, or members of the author’s immediate household or family, do not own any securities of the companies set forth in this Article. The author determined which companies would be included in this article based on research and understanding of the sector.

2)The Article was issued on behalf of and sponsored by, Else Nutrition Holdings Inc. Market Jar Media Inc. has or expects to receive from Else Nutrition Holdings Inc.’s Digital Marketing Agency of Record (Native Ads Inc.) three hundred sixty four thousand seven hundred and seventy five USD for 64 days (46 business days).

3) Statements and opinions expressed are the opinions of the author and not Market Jar Media Inc., its directors or officers. The author is wholly responsible for the validity of the statements. The author was not paid by Market Jar Media Inc. for this Article. Market Jar Media Inc. was not paid by the author to publish or syndicate this Article. The information provided above is for informational purposes only and is not a recommendation to buy or sell any security. Market Jar Media Inc. requires contributing authors to disclose any shareholdings in, or economic relationships with, companies that they write about. Market Jar Media Inc. relies upon the authors to accurately provide this information and Market Jar Media Inc. has no means of verifying its accuracy.

4) The Article does not constitute investment advice. Each reader is encouraged to consult with his or her individual financial professional and any action a reader takes as a result of the information presented here is his or her own responsibility. By opening this page, each reader accepts and agrees to Market Jar Media Inc.'s terms of use and full legal disclaimer as set forth here. This Article is not a solicitation for investment. Market Jar Media Inc. does not render general or specific investment advice and the information on MicroCapWatch.com should not be considered a recommendation to buy or sell any security. Market Jar Media Inc. does not endorse or recommend the business, products, services or securities of any company mentioned on MicroCapWatch.com.

5) Market Jar Media Inc. and its respective directors, officers and employees hold no shares for any company mentioned in the Article.

6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management's expectations regarding Else Nutrition Holdings Inc.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Else Nutrition Holdings Inc.’s industry; (b) market opportunity; (c) Else Nutrition Holdings Inc.’s business plans and strategies; (d) services that Else Nutrition Holdings Inc. intends to offer; (e) Else Nutrition Holdings Inc.’s milestone projections and targets; (f) Else Nutrition Holdings Inc.’s expectations regarding receipt of approval for regulatory applications; (g) Else Nutrition Holdings Inc.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Else Nutrition Holdings Inc.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Else Nutrition Holdings Inc.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Else Nutrition Holdings Inc.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) Else Nutrition Holdings Inc.’s ability to enter into contractual arrangements with additional Pharmacies; (e) the accuracy of budgeted costs and expenditures; (f) Else Nutrition Holdings Inc.’s ability to attract and retain skilled personnel; (g) political and regulatory stability; (h) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (i) changes in applicable legislation; (j) stability in financial and capital markets; and (k) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Else Nutrition Holdings Inc. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Else Nutrition Holdings Inc.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Else Nutrition Holdings Inc.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Else Nutrition Holdings Inc.’s business operations (e) Else Nutrition Holdings Inc. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, Else Nutrition Holdings Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Else Nutrition Holdings Inc. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Else Nutrition Holdings Inc. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

7) Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of Else Nutrition Holdings Inc. or any other entity contained in this document are intended only to illustrate historical performance or current or historical attributes of Else Nutrition Holdings Inc. or such entities and are not necessarily indicative of future performance of Else Nutrition Holdings Inc. or such entities.