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Boosh Completes Purchase of Beanfields

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February 17, 2022

Boosh Completes Purchase Of Beanfields
Boosh Plant-Based Brands Inc. (“Boosh” or the “Company”) (CSE:VEGI;
OTCQB: VGGIF: Frankfurt: 77i) is pleased to announce that on Wednesday,
February 16, 2022 Boosh completed the asset purchase agreement to
acquire substantially all of the assets of Beanfields Inc., (the “Assets”) as
reported in its February 11th press release.

Beanfields produces and sells a healthy, gluten-free, non-GMO, vegan, top
eight allergen-free flavored bean-based chip. The portfolio includes a broad
offering of nine flavors, including Black Bean, Sour Cream and Onion, Firey
Hot and Nacho flavors. They have capitalized on the industry trends of
Better For Youin the salty snack category and have quickly gained
popularity in stores nation-wide. Boosh plans on using this popularity to
quickly expand its footprint further.

Beanfields received the 2019 Rising Star Award” from NOSH (Natural,
Organic, Sustainable and Healthy) organization. In June 2021, it introduced
its Rings line, which became one of its fastest-selling products and continues
to sell out in stores. This past December, NOSH recognized Rings as a Best
New Product for 2021. Beanfields has products currently in over 7,000
outlets throughout North America. As a reference point there are
approximately 57,000 grocery stores in North America.

TJ Walsh commented, “On boarding a popular US brand like Beanfields is a
major catalyst for Boosh. We believe one of the key elements to increasing
Beanfields revenues is the ability to introduce the products to the club
channels and expanding our conventional chains. And second, we plan on
leveraging the existing 7,000 stores that offer Beanfields products and
introduce the Boosh line entrees, pates and cheese.”

As previously announced, as consideration for the Assets, Boosh issued an
aggregate of 8,000,000 common shares (the “Payment Shares”) to the
vendors of the Assets. All of the Payment Shares will be subject to a contractual hold period expiring on August 16, 2022
as well as a four month hold period required under Canadian securities laws
expiring on June 17, 2022 and applicable restriction under U.S. securities
laws.

Boosh also paid US$400,000 through the issuance of promissory notes to the
vendors bearing interest at a rate of 6% per annum (the “Notes”), with
interest only payments until the 18 month maturity of the Notes, which
Notes may also be prepaid at any time without penalty.

Finally, Boosh will committed to providing Beanfields aggregate working
capital funding of US$1,000,000, to be expended at the discretion of Boosh,
of which US$250,000 was funded upon the execution of the asset purchase
agreement on February 11, 2022 and the remainder is to be funded on or
before March 10, 2022.

The completion of the transaction results in the creation of two new insiders
of Boosh being Venture Lending & Leasing VIII, LLC. (“VIII”) and Venture
Lending & Leasing IX, LLC. (“IX”), both private Delaware corporations that
are widely held, who will each hold 3,830,000 of the Payment Shares,
representing 14.14% of the then outstanding common shares of Boosh. Prior
to the transaction, neither VIII or IX held any securities of Boosh. While
neither VIII or IX has any plans or intentions with respect to the Payment
Shares, depending on market conditions, general economic and industry
conditions, trading prices of the Payment Shares, the Company’s business,
financial condition and prospects and/or other relevant factors, VIII or IX may
develop such plans or intentions in the future and, at such time, may from
time to time acquire additional Payment Shares, dispose of some or all of the
existing or additional Payment Shares or may continue to hold the Shares of
the Company.

A copy of the early warning reports filed by VIII and IX will be available on
the Company’s SEDAR profile at www.sedar.com.
On behalf of the Board of Directors
Jim Pakulis
Chief Executive Officer
jpakulis@booshfood.com
Telephone: (833) 882-6674
www.Booshfood.com

About Boosh Plant-Based Brands Inc.:
Boosh Plant-Based Brands Inc., through its wholly owned subsidiary, Boosh
Food (www.booshfood.com), offers high quality, non-GMO, gluten free, 100%
plant-based nutritional comfort foods for the whole family. We currently offer
24 plant-based SKU’s ranging from frozen meals, to refrigerated entrees to
shelf stable Mac & Cheezes, and are sold throughout Canada. Boosh, good
for you and good for planet earth.
The information in this news release includes certain information and
statements about management’s view of future events, expectations, plans
and prospects that constitute forward looking statements. These statements
are based upon assumptions that are subject to significant risks and
uncertainties. Because of these risks and uncertainties and as a result of a
variety of factors, the actual results, expectations, achievements or
performance may differ materially from those anticipated and indicated by
these forward looking statements. Forward-looking statements in this news
release include, but are not limited to, the Company’s plans in respect of the
Assets, the potential revenues of the Assets and the Company’s intention to
complete the acquisition of the Assets.. Any number of factors could cause
actual results to differ materially from these forward-looking statements as
well as future results. Although the Company believes that the expectations
reflected in forward looking statements are reasonable, it can give no
assurances that the expectations of any forward looking statements will
prove to be correct. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any forward looking
statements to reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting such
forward looking statements or otherwise.
Neither the Canadian Securities Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Canadian Securities
Exchange) accepts responsibility for the adequacy or accuracy of this
release.
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