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Message: Else Nutrition Announces $10 Million Bought Deal and Concurrent up to $5 million Private Placement

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./ 

VANCOUVER, BC, Sept. 15, 2020 - Else Nutrition Holdings (TSXV: BABY) (OTCQX: BABYF) (FSE: 0YL) ("Else" or the "Company"), is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. on behalf of a syndicate of underwriters (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, an aggregate of 4,445,000 units (the "Units") of the Company at a price of $2.25 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of approximately C$10 million (the "Offering"). 

Each Unit shall consist of one common share (each a "Common Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one common share of the Company (a "Warrant Share") for a period of 24 months from closing of the Offering at an exercise price of C$3.25 per Warrant, subject to adjustment in certain events. 

The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 666,750 Units at the Offering Price, which Over-Allotment Option will be exercisable at any time and from time-to-time, for a period of 30 days following the Closing Date (as defined below), which would result in additional gross proceeds of approximately $1.5 million. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriters. 

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada except Quebec and elsewhere on a private placement basis. The Offering is expected to close on October 6, 2020 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

In addition to the Offering, the Company is proposing to undertake a non-brokered private placement of up to 2,222,222 Units at the Offering Price for gross proceeds to the Company of up to C$5 million (the "Concurrent Private Placement").  No commission or finder's fee is payable to the Underwriters in connection with the Concurrent Private Placement.

The Company intends to use the proceeds of the Offering for marketing, distribution, inventory and general corporate purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

About Else Nutrition Holdings Inc.
Else Nutrition GH Ltd. is an Israel-based food and nutrition company focused on developing innovative, clean and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy, formula is a clean-ingredient alternative to dairy-based formula. Else Nutrition (formerly INDI) won the "2017 Best Health and Diet Solutions" award at the Global Food Innovation Summit in Milan.

The holding company, Else Nutrition Holdings Inc, is a publicly traded company, listed on the TSX Venture Exchange under the trading symbol BABY and is quoted on the US OTC Markets QX board under the trading symbol BABYF and on the Frankfurt Exchange under the symbol 0YL. Else's Executives includes leaders hailing from leading infant nutrition companies. Many of Else advisory board members had past executive roles in companies such as Mead Johnson, Abbott Nutrition, Plum Organics and leading infant nutrition Societies, and some of them currently serve in different roles in leading medical centers and academic institutes such as Boston Children's Hospital, Pediatrics at Harvard Medical School, USA, Tel Aviv University, Schneider Children's Medical Center of Israel, Rambam Medical Center and Technion, Israel and University Hospital Brussels, Belgium.

For more information, visit: elsenutrition.com or @elsenutrition on Facebook and Instagram.

TSX Venture Exchange
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.

Caution Regarding Forward-Looking Statements
This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "will" or similar expressions. Forward-looking statements in this press release include, but are not limited to, statements relating to the timing and ‎completion of the Offering, the satisfaction and timing of the receipt of required stock exchange ‎approvals and other conditions to closing of the Offering and the intended use of the net proceeds of ‎the Offering. Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. No assurance can be given that the foregoing will prove to be correct. Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's expectations only as of the date of this press release. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Else Nutrition Holdings Inc.

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