Plant&Co Confirms Annual General and Special Meeting

Toronto, Ontario – July 22, 2021 – Plant&Co. Brands Ltd. (CSE: VEGN) (FSE: VGP) (OTCQB: VGANF) (“Plant&Co” or the “Company”), a modern health and wellness company curating delicious plant-based foods, is pleased to announce that, further to its news release of April 13, 2021, it has set the date for its annual general and special meeting (the “Meeting”) wherein the Company will seek shareholder (the “Plant&Co Shareholders”) approval to certain resolutions, including a special resolution (the “Arrangement Resolution”) to approve the proposed plan of arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) with 1309185 BC Ltd. (“Spinco”).

The Meeting will be held on September 2, 2021, at the Company’s registered office located at Suite 400, 1681 Chestnut Street, Vancouver, British Columbia. The record date (as it pertains to voting rights and shareholder dividend stock) for the Meeting has been set as July 22, 2021.

In order for the Arrangement to become effective, the Arrangement Resolution must be passed, with or without variation, by a special resolution of at least 66.66% of the eligible votes cast in respect of the Arrangement Resolution by the Plant&Co Shareholders present in person or by proxy at the Meeting.

The purpose of the Arrangement is to allow the Company to divest itself of its cannabis related assets (the “Assets”) to Spinco, enabling the Company to remain strategically focused on its plant-based food technology. Spinco will have a diversified management team, with special focus on emerging technologies.

Following completion of the Arrangement:

  • Spinco will continue to hold the Assets transferred to it by Plant&Co,
  • Spinco will become a reporting issuer in the Provinces of British Columbia, Alberta and Ontario, and intends to apply for listing on the Canadian Securities Exchange (the “Exchange”);
  • each Plant&Co Shareholder will continue to be a Plant&Co Shareholder,
  • each Plant&Co Shareholder will become a shareholder of Spinco, and
  • Plant&Co will retain its working capital for its Assets, remain listed on the Exchange and will continue to trade under the trading symbol, VEGN.
    • Plant&Co. will retain a framework of its technology to continue its digital growth of assets in the food and plant-based sector.

      Further details will be provided following execution of the arrangement agreement.

      About Plant&Co

      Plant&Co. Brands Ltd. (CSE: VEGN) (FSE: VGP) (OTCQB: VGANF) is modern health and wellness company curating delicious plant-based foods. It offers a growing number of delicious plant-based food products through two leading plant-based brands Holy Crap Foods Inc. and YamChops, the vegan butcher. For more information please visit:   www.HolyCrap.com    www.YamChops.com    www.PlantandCo.com.

      For additional information, please contact:

      Shawn Moniz

      Chief Executive Officer

      Plant & Co. Brands Ltd.

      ir@plantandco.com

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