Vancouver, British Columbia, February 19, 2026 – TheNewswire – This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).The requirement to provide this disclosure was triggered by an increase in Plantify Foods, Inc.’s (“Plantify”) issued and outstanding share capital on February 18, 2026, as a result of the closing of a Private Placement.Immediately prior to the closing of the Private P ...

Core Points - N2OFF, Inc. has signed a non-binding letter of intent with SB Impact 4 and Solterra for the investment and development of up to four utility-scale Battery Energy Storage System projects in Puglia, Italy, with a combined potential capacity of 380 MW [1][2] - The new projects build on an existing Development Service Agreement that grants exclusivity to SB Impact 4 and N2OFF for evaluating and potentially acquiring these projects within a 60-day period [2] - N2OFF is committed to invest up to €4.4 million in projects located in Germany and Italy, targeting a total capacity of over 300 MW [3] Project Details - The projects under negotiation are located in the Puglia region, with some having secured grid access while others are in early development stages [2] - SB Impact 4 will acquire one or more of these projects, integrating them into the existing Development Service Agreement, with structured payment terms based on key project milestones [4] Company Overview - N2OFF, Inc. focuses on sustainable energy solutions and agri-tech innovations, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [5] - The company has recently entered the solar PV market and is providing funding to Solterra Renewable Energy Ltd. for a current project with a total capacity of 111 MWp [5]

Core Insights - N2OFF is committed to investing up to €4.4 million in renewable energy projects in Germany and Italy, targeting a total capacity of over 300 MW [1] - The company has entered into a definitive agreement with Solterra Renewable Energy Ltd. to acquire two Battery Storage systems in Sicily, Italy, each with a capacity of 98MWp/392MWh [1][2] - N2OFF will hold a 70% ownership stake in these projects, marking a significant entry into the European energy storage market [2] Investment Details - The total investment for the projects is up to €2.3 million, which will be disbursed in milestones [2] - The projects are part of a broader joint venture with Solterra, focusing on solar and energy storage initiatives to meet the growing demand for energy storage solutions [3] Market Context - The demand for energy storage is increasing as more renewable projects come online, which is essential for grid flexibility [4] - Italy's MACSE scheme plans to conduct its first energy storage capacity auctions in the first half of 2025, offering 15-year contracts to support the development of storage projects [4] Project Development Timeline - The two Battery Storage projects have received connection capacity approval from Terna SpA, with an expected development timeline of 18-24 months to reach a Ready-to-Build stage [5] Company Overview - N2OFF, Inc. is a clean tech company focused on sustainable energy solutions and agri-tech innovation, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [6] - The company has recently entered the solar PV market and is providing funding for current and future projects in collaboration with Solterra Renewable Energy Ltd. [6]

Core Insights - N2OFF is committed to invest up to €4.4 million in renewable energy projects in Germany and Italy, targeting a total capacity of over 300 MW [1] - The company has entered into a definitive agreement with Solterra Renewable Energy Ltd. to acquire two Battery Storage systems in Sicily, Italy, each with a capacity of 98MWp/392MWh [1][2] - N2OFF will hold a 70% ownership stake in these projects, marking a significant entry into the European energy storage market [2] Investment Details - The total investment for the projects is up to €2.3 million, structured in milestone payments [2] - The projects are part of a broader joint venture with Solterra, focusing on solar and energy storage initiatives to meet the growing demand for energy storage solutions [3] Market Context - The demand for energy storage is increasing as more renewable projects come online, which is essential for grid flexibility [4] - Italy's MACSE scheme aims to conduct energy storage capacity auctions in the first half of 2025, offering 15-year contracts to support the development of storage projects [4] Project Development - The two BESS projects have received connection capacity approval from Terna SpA, the Italian transmission company, and are expected to reach a Ready-to-Build stage within 18-24 months [5]

Core Insights - N2OFF, Inc. has established a new wholly-owned subsidiary, NITO Renewable Energy, Inc., to consolidate its solar operations in the U.S. [1] - The company is currently involved in three projects across two European countries, Germany and Italy [2]. Group 1: Project Developments - In Germany, a joint venture is developing a 111 MWp solar photovoltaic project in Melz, which has received municipal approval and an indicative grid connection solution that exceeds initial requirements by approximately 10% [3]. - In Italy, N2OFF and Solterra's subsidiary have finalized an agreement to develop two Battery Energy Storage Systems in Sicily, each with a capacity of 98 MWp/392 MWh, with a development timeline of 18-24 months to reach a Ready-to-Build stage [4]. - N2OFF and Solterra Energy Ltd. are collaborating to co-develop the solar PV market in Albania [5]. Group 2: Company Overview - N2OFF, Inc. focuses on sustainable energy solutions and agri-tech innovations, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [5]. - The company has a majority-owned Israeli subsidiary, NTWO OFF Ltd., which addresses nitrous oxide emissions, and a minority stake in Plantify Foods, Inc., a Canadian company offering clean-label food options [5].

Core Viewpoint - N2OFF, Inc. has established a new wholly-owned subsidiary, NITO Renewable Energy, Inc., to consolidate its solar operations and focus on future solar photovoltaic (PV) activities [1] Group 1: Company Developments - N2OFF is currently invested in three projects across two European countries [2] - In Germany, a joint venture is developing a 111 MWp solar PV project in Melz, which has secured municipal approval and an indicative grid connection solution, exceeding initial requirements by approximately 10% [3] - In Italy, N2OFF and Solterra's subsidiary have closed a definitive agreement to develop two Battery Energy Storage Systems (BESS) in Sicily, each with a capacity of 98 MWp/392 MWh, with development expected to take 18-24 months [4] - N2OFF and Solterra Energy Ltd. are collaborating to co-develop the solar PV market in Albania [5] Group 2: Company Background - N2OFF, Inc. is a clean tech company focused on sustainable energy solutions and agri-tech innovation, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [6] - The company has entered the solar PV market and is providing funding for a current project with a total capacity of 111 MWp, along with potential future projects [6]

Core Viewpoint - N2OFF, Inc. has entered into a definitive agreement to acquire MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, which will enhance N2OFF's portfolio in sustainable solutions and innovation in agri-tech and clean technology [1][2]. Group 1: Acquisition Details - N2OFF will acquire full ownership of MitoCareX by purchasing 4,961 shares for $700,000 and exchanging additional shares for 40% of N2OFF's fully diluted capital stock [2]. - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years following the acquisition [2]. - The agreement includes milestone-based issuances of up to 25% of N2OFF's common stock, calculated on a fully diluted basis [3]. Group 2: MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [4]. - The company utilizes advanced 3D comparative modeling and in-vitro screening systems to identify and validate anti-cancer small molecule therapeutics [4]. - The global Cancer Therapeutics and Biotherapeutics market is projected to grow from $194.1 billion in 2024 to $344.1 billion by 2031, indicating significant market potential for MitoCareX's innovations [4]. Group 3: Financial Commitment - N2OFF is committed to financially support MitoCareX's operations with an initial cash investment of $1,000,000 during the first two years post-acquisition [5]. - The board of MitoCareX will be reconstituted with appointees from N2OFF upon closing of the transaction [2][5]. Group 4: Company Background - N2OFF, Inc. focuses on sustainable solutions for energy and agri-tech, including greenhouse gas emissions reduction and solar energy projects [7]. - The company has recently entered the solar PV market and is involved in projects with a total capacity of 111 MWp [7].