Peas of Bean Ltd. (POB) entered into a binding letter of intent to acquire Antalis Ventures Corp. (TSXV : ANTV.P) in a reverse merger transaction on April 19, 2021. Peas of Bean Ltd. entered into a share exchange agreement to acquire Antalis Ventures Corp. in a reverse merger transaction on August 11, 2021. Peas of Bean Ltd. entered into a share exchange agreement to acquire Antalis Ventures Corp. in a reverse merger transaction on July 26, 2022, which replaces and supersedes the share exchange agreement among the Company, POB and the shareholders of POB, dated August 11, 2021, as amended. Pursuant to the share exchange agreement, Antalis will acquire all of the issued and outstanding equity interests in POB, being 6,999,999 common shares in the capital of POB from the POB Shareholders in exchange for the issuance of 95 million common shares in the capital of Antalis. In connection with the share exchange, all of the warrants to acquire POB Shares will be cancelled immediately prior to closing of the transaction, in exchange for Antalis issuing to the holders thereof, warrants to purchase common shares of the Resulting Issuer. Under the terms of the share exchange agreement, up to an additional 26.5 million Antalis shares will be issuable to the POB Shareholders subject to the Resulting Issuer attaining certain financial performance targets, of which 12 million Antalis shares will be issuable upon the Resulting Issuer reaching cumulative gross revenue of CAD 6 million in any trailing 12-month period within 18 months of the closing date of the transaction; and 14.5 million Antalis Shares will be issuable upon the Resulting Issuer reaching cumulative gross revenue of CAD 12 million in any trailing 12-month period within 30 months of the closing date of the transaction.

Following execution of the share exchange agreement, the parties will complete a private placement of subscription receipts of Antalis, for gross proceeds of up to CAD 2.05 million at CAD 0.10 per receipt. Concurrent with the closing of the transaction, the parties will complete a private placement of units of Antalis, for gross proceeds of not less than CAD 2.5 million at CAD 0.25 per Unit together with the subscription receipt financing. Upon completion of the transaction, including the financings, the POB Shareholders will hold approximately 70% of the outstanding Antalis Shares on a non-diluted basis. Prior to closing of the Qualifying Transaction, Antalis intends to complete a non-brokered private placement of 12% unsecured convertible debentures for aggregate gross proceeds of CAD 0.5 million. Upon completion of the transaction, will change its name and trading symbol on the TSXV to a name and trading symbol acceptable to POB and the applicable regulatory authorities. In connection with the closing of the transaction, Antalis will change its name to "Plantify Foods, Inc." and the Resulting Issuer shares will be listed under a new trading symbol of “PTFY”. Subject to TSXV approval, upon completion of the transaction, it is expected that the Board of Directors and the senior officers of the Resulting Issuer will consist of Roy Borochov – President/Chief Executive Officer and Director, Gabriel Kabazo – Chief Financial Officer and Corporate Secretary, Noam Ftecha – Director, Yair Ginat – Director, Rowland Wallenius – Director.

The transaction is subject to the approval of the TSXV and any other regulatory body having jurisdiction over the subject matter of the agreement, the approval by the shareholders of Antalis of the transaction, if required pursuant to the policies of the TSXV, execution of a definitive agreement, entering into escrow agreements, due diligence review, completion of private placement and other closing conditions customary for a transaction of this nature. As of March 31, 2022, the TSX Venture Exchange has conditionally approved the transaction. The conditional approval is valid for a 90-day period from March 16, 2022. The TSXV also approved the filing of Antalis' filing statement dated March 31, 2022 in connection with the transaction. On September 29, 2021, Antalis Ventures entered into first amending agreement to amend the share exchange agreement pursuant to which the parties have extended the outside date to complete the transactions contemplated by the Share Exchange Agreement from September 30, 2021 to December 15, 2021. On December 15, 2021, the parties entered into a second amendment to extend the outside date to complete the transactions contemplated by the Share Exchange Agreement from December 15, 2021 to March 15, 2022. On March 11, 2022, the parties entered into a third amendment to extend the outside date to complete the transactions contemplated by the Share Exchange Agreement from March 15, 2022 to April 15, 2022. On April 19, 2022, the parties entered into a fourth amendment to extend the outside date to complete the transactions contemplated by the Share Exchange Agreement from April 15, 2022 to June 14, 2022. On February 18, 2021, Antalis, POB and the POB shareholders intend to mutually terminate the share exchange agreement and replace it with a business combination agreement as quickly as practicable. Pursuant to the business combination agreement, it is anticipated that Antalis and POB will combine their businesses by way of the amalgamation and the share exchange. Antalis will acquire all of the issued and outstanding equity interests in POB, being 6,999,999 ordinary shares in exchange for the issuance of 101.6 million common shares in the capital of Antalis. In connection with the share exchange, all of the common share purchase warrants of POB will be cancelled immediately prior to the Effective Time, in exchange for Antalis issuing to the holders thereof, an aggregate of 16.96 million replacement common share purchase warrants of Antalis. Up to an additional 28.3 million Resulting Issuer Shares will be issuable to the POB shareholders subject to the Resulting Issuer attaining the following financial performance targets as 12.8 million Antalis shares, if within 18 months following closing of the transaction, the Resulting Issuer reaches cumulative gross revenue of CAD 6 million in any trailing 12-month period; and 15.5 million Antalis shares, if within 30 months following closing of the transaction, the Resulting Issuer reaches cumulative gross revenue of CAD 12 million in any trailing 12-month period. As of July 26, 2022, the TSXV's conditional acceptance is valid for a 90-day period from July 4, 2022. William Macdonald of Macdonald Tuskey, Minden Gross LLP and Pearl Cohen Zedek Latzer Baratz LLP acted as legal advisors for Peas of Bean. BDO Ziv Haft acted as accountant for Peas of Bean and Antalis. Victor Gerchikov of Stikeman Elliott LLP acted as legal advisor, Computershare Investor Services Inc. acted as transfer agent for Antalis. Plantify Foods, Inc announces that it has changed auditors from Smythe LLP to Ziv Haft effective July 29, 2022.