Solarvest BioEnergy’s Non-Brokered Private Placement Receives Final Exchange Acceptance

Vancouver, British Columbia–(Newsfile Corp. – February 23, 2023) – Solarvest BioEnergy Inc. (TSXV: SVS) (“Solarvest”, or the “Company”), is pleased to announce that, further to its news release of February 9, 2023, it has received final acceptance from the TSX Venture Exchange (“Exchange”) for its previously announced non-brokered private placement (the “Offering”) which closed in two tranches on December 16, 2022 (the “First Tranche”) and February 7, 2023 (the “Second Tranche”) respectively for aggregate gross proceeds of $541,900 from the sale of 5,419,000 units (the “Units”) at a price of CDN$0.10 per Unit. Please refer to the Company’s news releases dated December 8 and 20, 2022 and January 23 and February 9, 2023 for details of the Offering.

Each Unit consists of one common share (a “Common Share”) and one whole share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one additional Common Share of the Company at a price of $0.20 per Common Share prior to December 16, 2024 for the First Tranche and February 7, 2025 for the Second Tranche provided that if the closing price of the Common Shares (or the closing bid, if no sales were reported on a trading day) is greater than $0.40 for 20 consecutive trading days, the Company may accelerate the expiry of the Warrants only after 6 months from the date of issuance by providing written notice to the Warrant holders (the “Acceleration Notice”). The Warrants will, unless exercised, expire on the 21st day after the Company provides the Acceleration Notice.

An insider of the Company, who is not a control person, participated in the First Tranche and acquired 400,000 Units for $40,000. The issuance of Units to this insider is considered to be a related party transaction within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the Units acquired by this insider do not exceed 25% of the fair market value of the Company’s market capitalization.

In connection with the Offering, the Company paid finder’s fees as follows: (a) on the First Tranche, Leede Jones Gable Inc. received a cash payment of $18,744 and was issued 18,744 finder’s options; (b) on the First Tranche, Stephen Avenue Securities received a cash payment of $1,500; and (c) on the Second Tranche, Leede Jones Gable Inc. received a cash payment of $1,500 and 12,000 finder’s options. The finder’s options entitle the holder to acquire one Common Share at a price of $0.20 prior to December 16, 2024 and February 7, 2025 respectively. The finder’s options carry the same acceleration terms as the Warrants.

The securities issued through this Offering are subject to a statutory four month and a day hold period expiring on April 17, 2023 and June 8, 2023 respectively.

Proceeds from this Offering will be used primarily for the production of inventory, sales and marketing, equipment purchases, patenting costs and general working capital, including further development of the Company’s technologies. A portion of the proceeds will also be used towards a prospective restructuring of certain long term indebtedness of the Company.

About Solarvest

Solarvest BioEnergy Inc. is an algae biologics company whose production platform provides it with an extremely flexible system capable of producing numerous products from Omega 3 fatty acids to human therapeutic proteins.

For further information contact:
Claes Ellegaard
Phone: 1.514.898.3488
Email: invest@solarvest.ca

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the terms of the Offering, the completion of the Offering and the expected use of the net proceeds received by the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.

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 press release.

None of the securities of Solarvest have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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