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Pangea Announces Private Placement and Debt Settlements

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(TheNewswire)

    Vancouver, British Columbia, January20, 2025 – TheNewswire -Pangea Natural Foods Inc.PNGA PNGAF (“Pangea” or the“Company”), a natural food company, ispleased to announce a non-brokered private placement offering (the“Offering”) of up to 20,000,000 common shares (the “Offered Shares”) at a priceof $0.025 per Offered Share for gross proceeds of up to$500,000. The net
    proceeds of the Offering are expected to be used for general corporate
    purposes and working capital.


    Debt
    Settlements


    The Company also announces that it has entered into
    debt settlement agreements with certain creditors of the Company (the
    “Creditors”) pursuant to which the Company has agreed to issue to the
    Creditors, and the Creditors have agreed to accept, an aggregate of
    20,000,000 common shares
    (the “Settlement
    Shares”) at an issue price of $0.025 per
    Settlement Share, in full and final settlement
    of accrued and outstanding indebtedness in the aggregate amount of
    $500,000 (the
    “Debt
    Settlements”).


    The Offered Shares and the Settlement Shares will be subject to a statutory hold period of four months
    from the date of issuance under applicable Canadian securities laws,
    in addition to such other restrictions as may apply under applicable
    securities laws of jurisdictions outside Canada.


    This news release does not
    constitute an offer to sell or a solicitation of an offer to buy any
    of the securities in the United States. The securities have not been
    and will not be registered under the United States Securities Act of
    1933, as amended (the “U.S. Securities Act”) or any state
    securities laws and may not be offered or sold within the United
    States or to U.S. Persons unless registered under the U.S. Securities
    Act and applicable state securities laws or an exemption from such
    registration is available.


    On Behalf of the Board of
    Directors


    (signed) “Pratap Sandhu”


    Pratap Sandhu


    CEO, Corporate Secretary and Director


    About Pangea Natural Foods
    Inc.


    Pangea Natural Foods Inc. is a food manufacturing
    company focused on manufacturing and distributing high quality food
    products that are nutritious and free of GMO
    ingredients, fillers, antibiotics, hormones, and bioengineered
    ingredients.


    For further information, please visit the Company’s
    website at
    www.pangeafood.com orcontact:

    Pangea Natural Foods Inc.

    Pratap Sandhu, Chief Executive Officer

    Telephone:           +1 (604) 765-8069

    Email:                  pratap@pangeafood.com

    Forward-Looking Information

    This news release includes certainstatements and information that may constitute forward-lookinginformation within the meaning of applicable Canadian securities laws.Forward-looking statements relate to future events or futureperformance and reflect the expectations or beliefs of management ofthe Company regarding future events. Generally, forward-lookingstatements and information can be identified by the use offorward-looking terminology such as “intends” or“anticipates”, or variations of such words and phrases orstatements that certain actions, events or results “may”,“could”, “should”, “would” or “occur”. Thisinformation and these statements, referred to herein as"forward‐looking statements", are not historical facts,are made as of the date of this news release and include withoutlimitation, statements regarding discussions of future plans,estimates and forecasts and statements as to management's expectationsand intentions with respect to, among other things, the closing of theOffering and the Debt Settlements, the anticipated total proceeds tobe raised under the Offering and the expected use of suchproceeds.

    These forward‐looking statementsinvolve numerous risks and uncertainties and actual results mightdiffer materially from results suggested in any forward-lookingstatements. These risks and uncertainties include, among other things,delays in obtaining or failure to obtain required regulatory approvalsfor the Offering and Debt Settlements; market uncertainty; theinability of the Company to raise the anticipated proceeds under theOffering; and the inability of the Company to use the anticipatedproceeds under the Offering for the purposes stated herein.

    In making the forward-lookingstatements in this news release, the Company has applied severalmaterial assumptions, including without limitation, that the Companywill obtain the required regulatory approvals for the Offering and theDebt Settlements; that the Company will be able to raise theanticipated proceeds under the Offering; and the Company will use theproceeds of the Offering as currently anticipated.

    Although management of the Companyhas attempted to identify important factors that could cause actualresults to differ materially from those contained in forward-lookingstatements or forward-looking information, there may be other factorsthat cause results not to be as anticipated, estimated or intended.There can be no assurance that such statements will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers shouldnot place undue reliance on forward-looking statements andforward-looking information. Readers are cautioned that reliance onsuch information may not be appropriate for other purposes. TheCompany does not undertake to update any forward-looking statement,forward-looking information or financial out-look that areincorporated by reference herein, except in accordance with applicablesecurities laws. We seek safe harbor.

    NOT FORDISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THEUNITED STATES

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