CULT Food Science Announces Closing of First Tranche of Private Placement

TORONTO, July 5, 2024 /CNW/ – CULT Food Science Corp. (“CULT” or the “Company”) (CSE: CULT) (OTC: CULTF) (FRA: LN0), a disruptive food technology platform pioneering the commercialization of lab-grown meat and cellular agriculture to reshape the global food industry, is pleased to announce that the Company has closed the first tranche of its non-brokered private placement (“NPP”)Private placement“) units (“Units“) previously announced on June 10, 2024generating a gross product of $1,426,500 CAD by the sale of 5,706,000 units at the price of 0.25$CAD per unit.

Each Unit consists of one ordinary share in the capital of the Company (a “Ordinary Share”).Common Share“) and one common stock purchase warrant (each a “To guarantee“). Each warrant issued under the first tranche of the private placement may be exercised for one common share at a price of 0.35$CAD per share up to July 5, 2026 in accordance with applicable securities laws.

In connection with the first tranche of the private placement, the Company paid cash finder’s fees in the aggregate amount of $10,500 and issued 21,000 discovery warrants (each, a “Search mandate“) to certain independent parties, each warrant exercisable for one common share at a price of $0.35 until July 5, 2026 in accordance with applicable securities laws.

The net proceeds from the first tranche of the private placement are expected to be used to advance Noochies!, the flagship brand of the Company’s subsidiary, Further Foods Inc., for marketing, working capital and general corporate purposes. All securities issued pursuant to the first tranche of the private placement are subject to a hold period of four months and one day expiring November 5, 2024in accordance with Regulation 45-105 respecting prospectus exemptions.

In connection with the closing of the first tranche of the private placement, CULT settled debt in the aggregate amount of $277,200 CAD by issuing a total of 1,108,800 units at a price of 0.25$CAD per unit. 508,800 of the securities issued under the debt settlement are subject to a holding period of four months and one day expiring November 5, 2024in accordance with Regulation 45-105 – Prospectus Exemptions. 600,000 of the securities issued under the Debt Settlement are not subject to a hold period, in accordance with Ontario Securities Commission Rule 72-503 – Distributions Outside Canada.

An officer of the Company participated in the Debt Settlement Transactions, and such officer’s transaction is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). Such a transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because the fair market value of the transaction does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

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Management Comment

“We are very pleased to announce the closing of our first tranche of funding. This funding round is a critical milestone for the company as it will unlock the next phase of our growth. This new capital will accelerate the marketing and sales efforts around Noochies! and expand our distribution throughout the region. North America. This will also allow us to expand our efforts to defend our intellectual property and enter into joint venture agreements around ingredient sourcing, as well as make new strategic investments in cellular agriculture companies that align with our mission. I view this as an incredibly exciting inflection point to create value for our shareholders and establish CULT as a leader in food technology. In addition, we are very pleased to settle outstanding fees and salaries owed to current and former members of the management team who are aligned with the opportunity before us and have elected to receive equity compensation rather than cash. We have had numerous conversations with institutional capital allocators and individual investors around the world. North Americaincluding a recent roadshow at New York Cityand we look forward to closing the remainder of this private placement in the near future,” said Mitchell ScottCEO of CULT.

Commitments of service providers

The Company has retained Emerging Markets Consulting, LLC (“CEM“) to provide effective investor relations services July 8, 2024. EMC specializes in helping small and medium-sized public companies build brand awareness and market share with their customers while increasing their visibility to the institutional and retail investment community. The contract with EMC is for a period of three months for a maximum cost of $150,000 US (approximately $205,000 CAD) during the term of the Agreement. EMC is at arm’s length from the Company. As of the date hereof, to the Company’s knowledge, neither EMC nor any of its directors or officers owns any securities of the Company. You may contact EMC at the following address: 390 North Orange Avenue, Suite 2300, Orlando, Florida 32801, Tel. : +1 407 340 0226, E-mail: [email protected].

The Company has entered into an agreement with Milestone Capital Partners Ltd. (“Milestone“) date July 8, 2024 to provide marketing services, investor awareness campaigns and outreach for the Company in EuropeThe duration of the commitment is twelve months for a cost of up to 250,000 euros (approximately $368,000 CAD) with 125,000 euros (approximately $184,000 CAD) payable upon signing the Agreement. The Company may terminate the Agreement at any time by providing Milestone with fourteen (14) days’ written notice of termination. Milestone is independent of the Company. As of the date hereof, to the Company’s knowledge, neither Milestone nor any of its directors or officers hold any securities of the Company. Milestone may be contacted at the following address: Le Millefiori, Apartment 11C, 1 Rue Des Genets, 98000 Monaco, Tel.: +41 79 79 800 47, E-mail: [email protected].

About CULT Food Science

CULT Food Science is an innovative food technology platform pioneering the commercialization of lab-grown meat and cellular agriculture to reshape the global food industry. CULT’s robust portfolio of venture-backed investments in leading-edge cellular agriculture and lab-grown meat companies provides investors with widespread access to the future of food. Backed by a team of experts with extensive experience in food technology and consumer food product launches, CULT is committed to being at the forefront of the food revolution.

About Further Foods

Further Foods is revolutionizing pet nutrition with its innovative brand, Noochies! Noochies! leverages advanced cellular agriculture technologies to create pet food products with superior nutritional profiles and ethical standards. Noochies! recently launched the first freeze-dried, protein- and nutrient-rich pet treats made without factory farming. Noochies! products are currently available for purchase in United States And Canada at select retailers and online at https://www.noochies.co/.

Additional information can be found by visiting the Company’s website at cultfoodscience.com or its regulatory filings at sedar.com.

On behalf of the Board of Directors of the Company,

FOOD SCIENCE CULT SOCIETY

“Mitchell Scott”
Mitchell ScottGeneral manager

Forward-looking information:

The information contained in this press release may contain forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company’s expected future operations and financial performance and often contain words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “could,” “should,” or “will” be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the following risks: those associated with the marketing and sale of securities; the need for additional financing; dependence on key personnel; the potential for conflicts of interest between certain officers or directors with certain other projects; and volatility in the price and volume of the common shares. Forward-looking statements are made based on management’s beliefs, estimates and opinions as of the date they are made and, except as required by law, the Company assumes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned not to place undue certainty on forward-looking statements. For more information on risks, investors are advised to review the Company’s management’s discussion and analysis and other disclosure documents filed with regulatory authorities, which are located at sedar.com.

SOURCE Cult Food Science Corp

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