Plantify Foods Announces Securities for Services Agreement with Chief Executive Officer
Toronto, Ontario – TheNewswire – June 17, 2026 — Plantify Foods, Inc. (TSXV: PTFY) (“Plantify Foods” or the “Company”) announces that, pursuant to Policy 4.3 of the TSX Venture Exchange (“TSXV”), it has entered into a consulting agreement (the “Consulting Agreement”) with Moshe Revach in connection with his engagement as Chief Executive Officer of the Company, pursuant to which the Company will settle a portion of the consulting fees payable to Mr. Revach in common shares of the Company (the “Shares”).
Pursuant to the Consulting Agreement, for ongoing consulting services provided by Moshe Revach as the Company’s Chief Executive Officer, the Company will pay Mr. Revach a cash consulting fee of CAD$5,000 per month and will issue to Mr. Revach Shares having an aggregate deemed value of CAD$15,000 per calendar quarter (each, a “Quarterly Share Issuance”) as compensation for the services provided during the applicable quarter.
The deemed price per Share and the number of Shares issuable in respect of each Quarterly Share Issuance will be determined by dividing CAD$15,000 by the greater of: (i) the 90-day volume weighted average trading price of the Shares on the TSXV for the 90 trading days immediately preceding the news release announcing the applicable Quarterly Share Issuance; and (ii) the Discounted Market Price (as such term is defined in the policies of the TSXV) of the Shares, based on the last closing price of the Shares on the TSXV immediately preceding the date of such news release.
In each case, the deemed value per Share and the number of Shares to be issued pursuant to the Consulting Agreement will be determined as of a date after the applicable services are provided to the Company. The Shares issued under each Quarterly Share Issuance will be subject to a statutory hold period of four months and one day from the date of issuance under applicable Canadian securities laws. The Consulting Agreement and each Quarterly Share Issuance are subject to acceptance by the TSXV. The Company intends to issue a news release in respect of each Quarterly Share Issuance in accordance with the policies of the TSXV.
Mr. Revach is the Chief Executive Officer of the Company and is therefore a "related party" of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the issuance of Shares to Mr. Revach under each Quarterly Share Issuance constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying on the exemptions from the formal valuation requirement in section 5.4 of MI 61-101 and the minority shareholder approval requirement in section 5.6 of MI 61-101 set out in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, on the basis that, at the time each Quarterly Share Issuance is agreed to, the fair market value of the Shares issuable to Mr. Revach does not exceed 25% of the Company's market capitalization.
Plantify Foods, Inc. (TSXV: PTFY) is a clean label food company focused on the development, production and sale of plant-based food products made with whole, natural ingredients.
Gabriel Kabazo
Chief Financial Officer and Corporate Secretary
Phone: 604 833 6820
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice Regarding Forward-Looking Statements
This news release contains certain forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements may be identified by words such as “expects”, “intends”, “anticipates”, “believes”, “plans”, “will” and similar expressions, or statements that certain actions, events or results may, could or will be taken or occur. Forward-looking statements in this news release include, among other things, the terms of the Consulting Agreement, the Quarterly Share Issuances, the anticipated receipt of TSXV acceptance, and the Company’s business plans and objectives. These statements are based on assumptions and estimates that management considers reasonable, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including the risk that required regulatory approvals (including acceptance by the TSXV) are not obtained. Additional risk factors are discussed in the Company’s continuous disclosure filings available under its profile at www.sedarplus.ca.
Forward-looking statements are made as of the date of this news release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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