Feel Foods Ltd. Completes Acquisition of Vegan Cheese Company “Black Sheep Vegan Cheeze”

VANCOUVER, British Columbia — FEEL FOODS LTD. (the “Company” or “Feel Foods”) (CSE: “FEEL”) (OTC: “FLLLF”) is pleased to announce that further to its news release dated September 13th, 2021, it has completed its arm’s length acquisition (the “Acquisition”) of Black Sheep Vegan Cheeze Company Corp. (“Black Sheep”), a British Columbia-based vegan cheese company, pursuant to the terms of a share exchange agreement dated September 8, 2021 (the “Agreement”) among the Company, Black Sheep and the shareholders of Black Sheep.

Founded in 2017, Black Sheep’s products are currently produced at the company’s Okanagan research and development (R&D) commercial kitchen which has a total annual capacity of over 130,000 cheese units. Black Sheep is currently offered at over 40 grocery stores and close to 30 food services locations throughout British Columbia. The company, with its R&D commercial kitchen and previous investments in cold storage, will begin scaling production in anticipation of expanded distribution on the west coast of the United States, East of British Columbia in Canada, as well as the launch of it’s ecommerce site.

Furthermore, the company welcomes the founders of Black Sheep Vegan Cheezes, Jenna and James Johnson, to the Feel Foods Family to hold the positions of VP R&D – Plant-Based Dairy and VP, Sales and Operations – Plant-Based Dairy, respectively.

We encourage Feel Foods Investors, Stakeholders and Followers to begin following Instagram.com/blacksheepvegancheeze to find out when it is available in a store near you.

Feel Foods CEO David Greenway states: “Closing the acquisition of Black Sheep is yet another exciting milestone event as we continue to grow the Feel Foods plant-based family of companies. We look forward to working closely with Black Sheep and its founding team to expand distribution and develop excellent new plant-based products. We are on a mission to transform plant-based food, with no compromises on taste or quality while reducing global environmental impact. Together, by shifting our collective approach to food, we can improve the health of our World, the lives of animals, and preserve valuable resources for generations to come.”

Black Sheep Vegan Cheeze was founded in 2017 by a vegan husband and wife team from Armstrong British Columbia, Canada’s cheese capital and offers variety of great tasting non-dairy cheese alternative products. Black Sheep’s mantra is that eliminating dairy is not only for the numerous health benefits but also because of the cruelty that happens in the dairy industry, not to mention the vast environmental impact of a plant-based diet.

A variety of 10 unique vegan dairy substitute products are currently available in over 40 retail locations, including select locations at Nesters, Nature’s Fare Markets, The Independent, The Very Good Butchers, Pomme Natural, Vegan Supply and many other fine retailers across 16 cities throughout BC as well as online and in person at farmers markets. Feel Foods intends to finance and support a North America wide expansion of this best-in-class brand while working closely with the Black Sheep founders to develop additional exceptional products for the plant-based community. 

The plant-based food market is expected to grow at a CAGR of 11.9% from 2020 to 2027 to reach $74.2 billion by 2027.* The growth of this market is mainly attributed to the factors such as increasing incidence of intolerance for animal protein, growing urbanization with new consumer aspirations, increasing vegan population, and significant venture investments in this sector.*

For more information on Black Sheep’s products and story, visit: http://blacksheepvegancheeze.com/

Terms of the Acquisition

Pursuant to the terms of the Agreement, the Company acquired all of the issued and outstanding common shares of Black Sheep (collectively, the “Black Sheep Shares”) in consideration for (together, the “Purchase Price”) the issuance 3,400,000 common shares (each, a “Share”) of Feel Foods at a deemed price of $0.22875 per Share and a cash payment of $750,000. Each Share issued in connection with the Purchase Price is subject to a contractual lock-up whereby the shareholder shall not offer, issue, pledge, sell such Share except in accordance with the following release schedule: 10% on the date of closing (the “Closing Date”); 30% on the date that is 6 months after the Closing Date; 30% on the date that is 12 months after the Closing Date; and 30% on the date that is 18 months after the Closing Date

In addition, Feel Foods has agreed to pay the shareholders of Black Sheep up to an aggregate of $500,000 upon the achievement, by Black Sheep, of an aggregate of $500,000 or greater in net sales during the 12 month period starting on the date that is 7 months from the Closing Date and ending on the date that is 18 months from the Closing Date (the “Performance Milestone Deadline”), payable by way of (together, the “Performance Milestones”):

(i)      issuance of $125,000 worth of Shares and $125,000 in cash upon the achievement by Black Sheep of $250,000 or greater in net sales on or before the Performance Milestone Deadline; and

(ii)      issuance of $125,000 worth of Shares and $125,000 in cash upon the achievement by Black Sheep of an aggregate of $500,000 or greater in net sales on or before the Performance Milestone Deadline.

All Shares issuable to the shareholders of Black Sheep in connection with the Performance Milestones will be issued pro rata at a deemed price equal to the lowest price per Share permitted by the policies of the Canadian Securities Exchange (“CSE”).

Concurrent to and as a condition to Closing, each of James and Jenna Johnson, the co-founders of Black Sheep (together, the “Founder Consulting Agreements”), and Ashala Carlsen entered into consulting agreements with Feel Foods pursuant to which they agreed to provide certain consulting services to the Company. Mr. Johnson is also eligible to receive a one-time bonus of $25,000 for each new product approved for the sale by the Company or Black Sheep or both (each, a “Product”) in accordance with the approval procedure outlined in his Founder Consulting Agreements and which Product receives aggregate net sales of $25,000 or greater, payable in Shares a deemed price equal to the lowest price per Share permitted by the policies of the CSE.

Following the Closing, Black Sheep became a wholly owned subsidiary of the Company.

About Feel Foods Ltd.

FEEL is an agri-food holdings company focused on innovative products and technologies in the food services industry including its wholly owned BE Good plant-based foods line of plant-based chicken, pork and beef products as well as is currently investing in the research and development of keto-friendly plant-based candy products.

Statistics Reference: * https://www.prnewswire.com/news-releases/global-plant-based-food-market-report-2020-2027-rising-industry-concentration-with-growth-in-mergers-and-acquisitions-in-the-plant-based-products-space-301268737.html

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including with respect to: the entry of the Consulting Agreements, the completion of the Acquisition and the acceptance of the Acquisition and terms thereof by the CSE. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic, the inability of Feel Foods to close the Acquisition and other risks that are customary to transactions of this nature. There can be no assurance that any forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Feel Foods undertakes no obligation to update forward-looking information or statements, other than as required by applicable law.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

The CSE (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.