Komo Plant Based Foods Announces Non-Brokered Private Placement

Komo Plant Based Foods Inc. (CSE: YUM) (OTCQB: KOMOF) (FSE: 9HB) ("Komo" or the "Company") is pleased to announce a private placement offering (the "Offering") of up to 1,000 units of the Company ("Units") at a price of $1,000 per Unit, for gross proceeds of up to $1,000,000. Each Unit will consist of (i) a convertible unsecured debenture (the "Debenture"); and (ii) 16,000 common share purchase warrants of the Company ("Warrants"). The Debentures will bear interest at a rate of 10% per annum on an accrual basis from issuance, calculated and payable semi-annually in arrears on May 31 and November 30 of each year with such payment commencing on November 30, 2022 with a redemption date that is 24 months from issuance (the "Maturity Date"). Interest may be paid in equity at a 15% discount to market at the option of the holder. The Debentures will be convertible in full or in part, at the holders' option, into common shares in the capital of the Company at a 15% discount to the 30 day moving average as at the Maturity Date, subject to CSE regulations, at a price not less than $0.05 per share (the "Conversion Price"), at any time prior to their redemption. Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.07 per share for a period of 36 months from the date of issue.

The Company shall pay finders a cash commission equal to 8% of the gross proceeds of the Offering. In addition, the Company will grant finders such number common share purchase warrants as is equal to 8% of the gross proceeds from the Offering, with each such warrant exercisable to purchase one common share of the Company at the Conversion Price for a period of 24 months from the date of issue.

It is anticipated that the Units will be eligible for RRSP, RESP, RRIF, TFSA and DPSP accounts within the meaning of the Income Tax Act (Canada) subject to certain qualifications, and will be subject to a statutory hold period expiring four months and one day from the closing date. The Units will be offered and sold by private placement in Canada to "accredited investors" within the meaning of NI 45-106 - Prospectus Exemptions and other exempt purchasers under the applicable securities laws.

Use of proceeds from the Offering will be for retail listing fees, US broker fees, employee and management compensation, and additional working capital.

Closing of the Offering is subject to the satisfaction of customary conditions. The Offering is expected to be completed in multiple tranches.

All amounts are in Canadian dollars. The net proceeds from the Offering will be used for marketing, scaling up production, salaries and sales expansion throughout Canada and the United States.

About Komo

Komo Plant Based Foods Inc. is a premium plant-based food company that develops, manufactures and sells a variety of plant-based frozen meals that are always hearty, satisfying, and made with wholesome ingredients. At Komo, our mission is to help make plant-based meals a staple on every dinner table by sharing our love for feel-good food that connects the people to the planet. We believe plant-based eating is the future and Change can start with a single biteTM. Our experienced plant-based innovation and development team recreates vegan versions of traditionally cheesy and meaty classics, with 100% plants. Komo's products are sold direct-to-consumer through our eCommerce website and a distribution network of online and brick and mortar grocery, convenience and natural retailer channels. Our operating subsidiary Komo Comfort Foods launched in 2021 with our flagship products: plant-based Lasagna, Shepherd's Pie and Chickenless Pot Pie and Komo Plant-Based Meal HelpersTM - versatile meal starters to allow the creation of many dishes at home. All of our products are 100% plant-based, made with wholesome ingredients, free from preservatives, and frozen for freshness. Komo's plant-based lasagna was awarded the Best New Vegan Product at the Natural Products Expo West Show in March 2022.

Learn more at: www.komocomfortfoods.com and follow on Instagram: @komocomfortfoods

For further information, please contact:

William White, President & CEO, Komo Plant Based Foods Inc.
will@komoeats.com
1-866-969-0882

The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release.

This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or a person in the United States, unless an exemption from such registration requirements is available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or Komo's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Komo's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, Komo's ability to retain key personnel, its revenues, and its expectation as to the acceptance of its products by retailer stores and consumers constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statements made in this press release are made as of the date hereof. Komo disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

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