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Else Nutrition Announces Closing of $17.3 Million Marketed Public Offering of Units, Over Allotment Option Exercised in Full

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Vancouver, British Columbia--(Newsfile Corp. - October 20, 2021) - Else Nutrition Holdings Inc. (TSXV: BABY) (OTCQX: BABYF) (FSE: 0YL) (the "Company" or "Else"), a leading producer of plant-based baby, toddler and children's food products, is pleased to announce that it has closed its previously announced marketed public offering of units (the "Units") for aggregate gross proceeds of approximately $17.3 million, including the exercise of the over-allotment option in full (the "Offering"). The Company issued 8,050,000 Units at a price of $2.15 per Unit, each Unit consisting of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each full Warrant will be exercisable to acquire one Common Share at a price of $2.70 per Common Share until October 20, 2026. The Company has received conditional approval from the TSX Venture Exchange (the "TSXV") to list the Warrants issued pursuant to the Offering, and the Warrants are expected to be listed and posted for trading on the TSXV under the ticker symbol "BABY.WT.A" effective on or about October 27, 2021.

The Offering was 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. On closing, the Company issued an aggregate of 423,940 broker warrants (the "Broker Warrants"), each Broker Warrant entitling the holder to purchase one Common Share at a price of $2.15 per Common Share until October 20, 2023. In addition, the Company issued 23,255 Warrants exercisable at a price of $2.70 per Common Share until October 20, 2026 to a finder in connection with a portion of the Offering.

The Units issued pursuant to the Offering were offered by way of a supplement to a short form base shelf prospectus filed in all provinces of Canada except Quebec and elsewhere on a private placement basis. The Company intends 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 securities have not been, nor will they be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Else Nutrition Holdings Inc.

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 School, USA, Tel 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.

Media Contact
Erin Jundef
Brilliant PR
erinj@brilliantpr.com

For more information, contact:
Mrs. Hamutal Yitzhak, CEO, Co-Founder & Director
ELSE Nutrition Holdings Inc.
E: hamutaly@elsenutrition.com
P: +972(0)3-6445095

Mr. Sokhie Puar, Director of Else Nutrition
E: sokhiep@elsenutrition.com
P: 604-603-7787

US Investor Relations Contact
Lytham Partners, LLC
Mr. Ben Shamsian
New York | Phoenix
E: shamsian@lythampartners.com
P : 646-829-9701

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, but are not limited to, statements relating to the trading date of the Warrants and the intended use of the net proceeds of ‎the Offering. 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.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/100292