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‘Because Animals’ Divests Non-Core Formulations to Accelerate Commercialization of Cultured Meat for Pet Food

The company agreed to sell these formulations and two provisional patents related to the discontinued products to its former co-founder, Joshua Errett.

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Editor’s note: Because Animals contacted PETS+ with the below correction on this press release. We updated the headline as well:

“Because Animals divests non-core formulations of yeast-based products to accelerate commercialization of cultured meat for pet food

Following a recent decision by pet food startup Because Animals Inc. to dedicate all resources to accelerate commercialization of its cultured meat technology, the company discontinued the sale of its nutritional yeast-based products in late 2022. Recently, the company agreed to sell these formulations and two provisional patents related to the discontinued products to its former co-founder, Joshua Errett.

The following statement can be attributed to Dr. Shannon Falconer, CEO of Because Animals:

“Cultured meat is what our customers and future manufacturing partners have been asking us for, and this is what we’re prioritizing. The company’s strength is our scientific prowess, and since scientific innovation is key to bringing cultured meat to market, we made the decision to apply laser focus to achieving that feat and to divest ourselves of any and all non-core assets that were not required to realize that objective.

“We were surprised to see the announcement by CULT Food Science ‘CULT Food Science Announces Binding Letter of Intent to Acquire Because Animals Consumer Brands and Formulations’ as CULT was at no point involved in our divestiture, nor was Because Animals contacted by CULT prior to their publication. Although it’s not clear from their press release, the consumer brand ‘Because Animals’ was not acquired.

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“Because Animals retains all of its intellectual property relating to cultured meat—which is our core business—and we are committed to revolutionizing the pet food industry with this technology.”

(PRESS RELEASE) TORONTO — CULT Food Science Corp. (“CULT” or the “Company”) (CSE: CULT) (OTC: CULTF) (FRA: LN0), a pioneer in the investment, development, and commercialization of cellular agriculture technologies and products, announces it has signed a binding LOI to acquire Because Animals Inc.’s consumer brand assets, related patents, non-scientific intellectual property, and product formulations (“the Assets”).

The acquisition will join internally developed pet food brands to form the Company’s new Pet Food Division, which aims to develop and commercialize cultivated pet food products in collaboration with its portfolio companies, supporting the company’s mission to make cell-based products a part of pets’ everyday lives.

Commercial pet food is estimated to drive as much as a quarter of the environmental impact of the factory farming industry. Conversion to cellular agriculture technologies continues to offer pets the same quality nutrition and taste as conventional production, but significantly reduces their carbon pawprint by protecting global land and water resources, and biodiversity.

With the launch of pet foods into the multi-billion dollar pet food market to complement CULT Food Science product portfolio, this represents another step in the company’s mission to bring cell-based innovation into everyday life.

Founded in 2016 and backed by prominent VC firms including Draper Associates and SOSV and Norwegian conglomerate Orkla, Because Animals Inc. is a sustainable pet food company known for its innovative use of ethical ingredients such as cultured meat. The company was awarded the Purina Pet Care Innovation Prize in 2020. Because Animals’ original co-founder Joshua Errett has left the startup, and, with this acquisition, is continuing the development and commercialization of the Because Animals’ consumer brand business under a different name within CULT Food Science. Because Animals Inc. will continue to innovate in the pet food industry, not associated with CULT Food Science.

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Management Commentary

“Pet foods have a complex relationship with agriculture and climate. Common pet foods are often produced using animal meats that are deemed not suitable for human consumption. Or, are leveraging inputs that are going to become more scarce in the future due to climate change in the case of particular kinds of fish. At the same time, some of our pets can struggle to reach their nutritional needs if you seek to cut out every animal product out of their diets. Cultivated products using cellular agriculture and precision fermentation is one of the only solutions that can create a sustainable and nutritious future for our pets as well. They are part of our everyday lives, and deserve sustainable and healthy options for food as much as we do.” said Lejjy Gafour, CEO of CULT.

“Eliminating factory farmed meats in the foods we feed our companion animals will have wide-ranging effects on our society, with ripples through our food chain, economy and of course environment. We can reimagine our entire food system, starting with what we put under our dogs’ and cats’ noses every day,” said Joshua Errett, VP product development at CULT. “I am personally devoted to this cause, as today’s announcement makes clear. I’m looking forward to continuing my important work on this amazing brand.”

Transaction Terms

Pursuant to the terms and conditions of a binding letter of intent dated March 27, 2023 between Joshua Errett (the “Vendor”) and CULT’s subsidiary, Further Foods Inc. (“Further”), Further will acquire the Assets from the Vendor in exchange for a USD$500,000 promissory note bearing interest at 4.35% and an initial 10% ownership stake in Further. The promissory note will provide for a principal payment of USD$50,000 within 30 days of closing and beginning six months after closing, monthly payments of USD$7,500 plus accrued interest until the principal amount and accrued interest are paid in full. In addition, for every USD$1,000,000 of gross revenue generated by the Assets following closing of the transaction, Further will issue to the Vendor shares in the capital of Further equivalent to an additional 1% ownership stake in Further, up to a maximum additional 10% ownership stake in Further.

The transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, all required filings with the CSE, completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement. The transaction will not constitute a fundamental change or result in a change of control of the Company, within the meaning of the policies of the CSE.

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The Vendor is a vice president of CULT, and accordingly the transaction is a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction does not exceed 25% of the market capitalization of CULT, as determined in accordance with MI 61-101.

About CULT Food Science

CULT Food Science Corp. is the first publicly-traded company of its kind in North America, pioneering the investment, development, and commercialization of cellular agriculture technologies and products. Through its global portfolio of companies and its venture studio, CULT Food Science provides investors with unprecedented exposure to the most innovative start-up, private or early-stage cultivated meat, cell-based dairy, and other cultured food companies around the world. CULT Foods, a division of CULT Food Science, creates breakthrough products that provide a sustainable, environmental, and ethical solution for the future of food.

Additional information can be found by viewing the Company’s website at cultfoodscience.com or its regulatory filings on sedar.com.

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