Mondavi Ventures Completes Shares for Debt Settlement

NEWS RELEASE

MONDAVI VENTURES COMPLETES SHARES FOR DEBT SETTLEMENT

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

Vancouver, British Columbia – August 21, 2023 – Mondavi Ventures Ltd. (the "Company" or "Mondavi"), announces that effective August 21, 2023, it has settled $321,817 of outstanding indebtedness with a certain creditor (the “Settlement”) through the issuance of 3,218,170 common shares of the Company at a deemed price of $0.10 per share.

Subsequent to the Settlement, the Company has 28,148,670 common shares issued and outstanding.

Related Party Participation in the Settlement

The Emprise Special Opportunities Fund (2017) Limited Partnership (the “Emprise LP2017”), an insider of the Company, participated in the Settlement. As an insider of the Company participated in this Settlement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101

• Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The Settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a) in respect of such insider participation, based on a determination that the fair market value of the participation in the Settlement by insiders did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Company did not file a material change report more than 21 days before the expected closing of the Settlement because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Settlement and the Company wished to close on an expedited basis for business reasons.

Early Warning Report

Immediately prior to the Settlement, The Emprise Special Opportunities Fund (2017) Limited Partnership (“LP2017”) of 1600 – 609 Granville Street, Vancouver, B.C. held 5,150,000 common shares of the Company, representing 20.66% of its issued and outstanding common shares as constituted prior to the Settlement. As of result of the Settlement, LP2017 has ownership and direction and control over 8,368,170 common shares of the Company, representing 29.73% of the issued and outstanding common shares of the Company.

LP2017 acquired the above-noted common shares for investment purposes. LP2017 may in the future take such action in respect of its holdings in the Company as it may deem appropriate in light of the

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circumstances then existing, including the purchase of additional securities of the Company through open market purchases or privately negotiated transactions or the sale of all or a portion of its individual holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law.

This news release is issued in accordance with the disclosure requirements of National Instrument 62-103

• The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires

a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the “Early Warning Report”). A copy of the Early Warning Report will be filed on SEDAR under the Company’s profile at www.sedarplus.com.

For more information please contact the Company at 778-331-8505 or email: [email protected]

On Behalf of the Board of Directors of Mondavi Ventures Ltd.

Scott Ackerman Director

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward- looking statements.