PlantX Announces Intention to Close Previously Reported Share Exchange Agreement with VEG House and Debt Settlement

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VANCOUVER, BC / ACCESSWIRE / October 4, 2023 / PlantX Life Inc. (CSE:VEGA)(Frankfurt:WNT1)(OTC PINK:PLTXF) ("PlantX" or the "Company"), the digital face of the plant-based community, operating a one-stop shop for plant-based products, is pleased to announce that it intends to complete the transactions (the "Transaction") contemplated by its share exchange agreement with the recently-formed company, Veg House Holdings Inc. ("Veg House") on or before October 6, 2023.

Consistent with the March 16, 2023 press release, available on SEDAR+ at www.sedarplus.ca, PlantX has committed to transferring a collection of assets in exchange for roughly 53% of the total issued and outstanding shares of Veg House as at the time of the closing of the Transaction. These assets encompass wholly owned subsidiaries including Vegaste Technologies US Corp., Little West LLC, Plant Based Deli LLC, and PlantX Living Inc., along with the Company's 53% ownership stake in Portfolio Coffee Inc. and 51% ownership in Eh Coffee Corp.

Upon completion of the Transaction, PlantX will own 6 million shares out of 11,368,640 outstanding shares in Veg House (each a "Veg House Share"), translating to a significant 53% ownership stake in the Cayman Islands-based entity. Veg House, powered by PlantX's visionary leadership, is primed for further expansion and innovation in the plant-based market.

At the closing of this Transaction, Veg House will have closed $2,850,000 USD in funding in a brokered and non brokered private placement financing at $1.00 USD per Veg House Share.

The current Veg House management consists of: Alex Hoffman (Chief Executive Officer), Shariq Khan (Chief Financial Officer), Julia Frank (Chief Operating Officer) and Sean Dolllinger (Special Advisor). Veg House's current board of directors consists of: Alex Hoffman and Lorne Rapkin. The current PlantX management consists of: Lorne Rapkin (CEO), Shariq Khan (CFO), and Alex Hoffman (CMO), the board of directors consists of: Lorne Rapkin, Alex Hoffman, Ralph Moxness and Quinn Field-Dyte, and Sean Dollinger is the promoter and founder of PlantX. The following directors and officers of PlantX have a financial interest in Veg House: Alex Hoffman, Shariq Khan and Ralph Moxness. Ralph Moxness will receive 25,000 restricted Veg House Shares for serving on the board of directors of Veg House, Alex Hoffman will receive an annual salary of $156,000 USD for serving as the CEO of Veg House, and Shariq Khan will receive an annual salary of $130,000 USD for serving as the CFO of Veg House. The March 16, 2023 press release disclosed that Sean Dollinger received 1,000,000 Veg House Shares in March 2023 as partial consideration for acting as Veg House's CEO until his resignation on August 10, 2023, which resignation was in anticipation of the closing of the Transaction and the appointment of Alex Hoffman as CEO of Veg House.

The Company also announces that it intends to complete a debt settlement transaction (the "Debt Settlement") consisting of the issuance of 2,000,000 common shares (each, a "Debt Settlement Share") in the capital of the Company at a price per Debt Settlement Share of $0.05 to settle $100,000 in outstanding debt. The Company intends to close the Debt Settlement on or after October 12, 2023.

All of the Debt Settlement Shares will be subject to a hold period expiring four months and one day from the date of closing of the Debt Settlement.

None of the securities acquired in the Debt Settlement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About PlantX Life
As the digital face of the plant-based community, PlantX's platform is a one-stop shop for plant-based products. With its fast-growing category verticals, PlantX offers customers across North America more than 5,000 plant-based products. PlantX also has other brands in the PlantX portfolio including a juice brand, a coffee company, a plant shop, and brick-and-mortar grocery stores. PlantX uses its digital platform to build a community of like-minded consumers and, most importantly, to provide education. PlantX's digital presence eliminates entry barriers for anyone interested in living a plant-based lifestyle and thriving in a longer, healthier, and happier life.

Connect with PlantX: Email | Website | Facebook | LinkedIn | Twitter | Instagram | YouTube | TikTok

Contact
Lorne Rapkin
Chief Executive Officer
(416) 419-1415

Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may," "will," "expect," "likely", "should," "would," "plan," "anticipate," "intend," "potential," "proposed," "estimate," "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking information contained herein includes, without limitation, statements regarding the anticipated closing of the Transaction, including the timing thereof; the anticipated benefits of the Transaction, the closing of the Debt Settlement, including the timing thereof; and the business plans of Veg House, including further expansion and innovation, and the business and strategic plans of the Company.

By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including, without limitation: receiving sufficient demand for the Offering; the Company's ability to comply with all applicable governmental regulations including all applicable food safety laws and regulations; impacts to the business and operations of the Company due to the COVID-19 epidemic; the conflict in eastern Europe; having a limited operating history; the ability of the Company to access capital to meet future financing needs; the Company's reliance on management and key personnel; competition; changes in consumer trends; foreign currency fluctuations; and general economic, market or business conditions.

Additional risk factors can also be found in the Company's continuous disclosure documents, which have been filed on SEDAR+ and can be accessed at www.sedarplus.ca. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

SOURCE: PlantX Life Inc.