Plantify Foods Provides Update on its Acquisition of Smart Repair Pro

Core Viewpoint - Plantify Foods, Inc. is progressing with its acquisition of Smart Repair Pro, with specific financial milestones and conditions outlined in the amended share purchase agreement [1][2][4]. Group 1: Transaction Details - The acquisition is governed by a share purchase agreement dated April 29, 2025, which was amended on July 31, 2025, adjusting the purchase price and establishing payment rights based on future performance [2]. - The transaction includes 15,000,000 payment rights contingent upon the Resulting Issuer listing on a US Exchange within 24 months, raising at least US$8,000,000 in financing within 48 months, and achieving annual revenues of at least US$8,000,000 within 36 months [2][4]. - The total value of the transaction is approximately $14,790,000, with a potential valuation of around $28,290,000 based on the issuance of payment shares and contingent rights [4]. Group 2: Share Issuance and Conditions - Following the transaction, the Resulting Issuer is expected to have 63,205,489 common shares issued and outstanding [4]. - The company will issue 1,232,500 common shares as finders' fees to two entities upon completion of the transaction, subject to TSXV acceptance [5]. - The issuance of contingent right shares is restricted to ensure compliance with TSXV continued listing requirements [3][4]. Group 3: Regulatory and Approval Conditions - The completion of the transaction is contingent upon several conditions, including TSXV acceptance and, if applicable, disinterested shareholder approval [5][7]. - The common shares of the company are currently halted for trading pending necessary filings with the TSXV [5].