Else Nutrition Announces Closing of $20.7 Million Upsized Bought Deal Public Offering and Concurrent $5 million Private Placement

VANCOUVER, BC / ACCESSWIRE / October 6, 2020 / ELSE NUTRITION HOLDINGS INC. (TSXV:BABY)(OTCQX:BABYF)(FSE:0YL) ("Else" or the "Company"), is pleased to announce that it has closed its previously announced upsized bought deal public offering of units (the "Units") for ‎aggregate gross proceeds of approximately CAD$20.7 million, including the exercise of the over-allotment option in full (the "Offering"). The Company issued ‎‎9,200,000 Units at a price of CAD$2.25 per Unit, each Unit consisting of one common share of the ‎Company (a "Share") and one-half of one common share purchase warrant, with each whole warrant (a "Warrant") ‎entitling the holder to purchase one Share at the price of CAD$3.25 per Share until October 6, 2022. ‎The Company has received approval from the TSX Venture Exchange ("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" effective on or about October 8, 2020.

Concurrent with the Offering, the Company issued 2,224,111 Units on a private placement basis, for additional gross proceeds of approximately CAD$5 million (the "Private Placement"). New H2Limited ("New H2"), a wholly owned subsidiary of Health and Happiness (H&H) International Holdings Ltd, a Hong Kong Stock Exchange company (HK:1112), subscribed for CAD$4,000,000 worth of Units in the Private Placement pursuant to a previously disclosed investor rights agreement dated March 2, 2020 between the Company and New H2.

In total, the Company received gross proceeds of approximately CAD$25.7 million from the closing of the Offering and Private Placement.

The Offering was conducted on a bought deal basis by Canaccord Genuity Corp. and Haywood ‎Securities Inc. (collectively, the "Underwriters"). On closing, the Company issued to the Underwriters an aggregate ‎of 597,920 broker warrants (the "Broker Warrants"), each Broker Warrant entitling the holder to ‎purchase one Share at the price of CAD$2.25 per Share until October 6, 2022.‎

The Units issued pursuant to the Offering were offered by way of a short form prospectus filed in all provinces of Canada except Quebec and elsewhere on a private placement basis. The Company intends to use the net proceeds of the Offering and the Private Placement for marketing, distribution, inventory and general corporate purposes.

All securities issued in connection with the Private Placement are subject to a four month hold period pursuant to the policies of the TSX Venture Exchange and applicable securities laws.

The securities offered 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.‎

MI 61-101

New H2's subscription for Units in the Private Placement constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) as the fair market value of the related party's subscription will not be more than 25% of the Company's market capitalization. The Company will be filing a material change report in respect of the related party transaction on SEDAR less than 21 days prior to the closing of the transaction due to the fact that the Company wished to close the transaction as soon as possible.

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. The holding company, Else Nutrition Holdings Inc, is a publicly traded company, listed on the 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.

For additional information, contact:

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

Mr. Sokhie Puar, Director
ELSE Nutrition Holdings Inc.
E: sokhiep@elsenutrition.com
P: 604-603-7787

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 Statements

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 and the Private Placement. 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. 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.

SOURCE: Else Nutrition Holdings