Elixinol Wellness Ltd. (”EXL”) has entered into a binding agreement to acquire 100% of the business assets from the entities ("Acquisition") that together form The Healthy Chef business ("Healthy Chef").

ACQUISITION PURCHASE PRICE

• The aggregate total Purchase Price will be between $3.1 million - $5.5 million, with the final amount determined on1st March 2028(Final Settlement). ThePurchase Price willbe calculated on a sliding scale with a minimum of $3.1 million and a maximum of $5.5 million if the grossrevenue generated by Healthy Chef in Financial Year 2027 is over $10 million.
• ThePurchase Price comprises:

a) Ordinary Shares in EXLto the valueof $400,000 (Consideration Shares), calculated at 30-day VWAP on 10 September, subject to shareholder approval and under a 12-month escrow period

b) The remainder of the Purchase Price to be paid incash according tothe agreed Deferred Payment Schedule

DEFERRED PAYMENT SCHEDULE

• EXL agrees to pay Healthy Chef:

a) $600,000 in upfront cash at the closing of the proposed Transaction (Completion)

b) $450,000 in cash on the 1st annual anniversary of Completion

c) $600,000 in cash on the 2nd annual anniversary of Completion

d) The remainder of the Purchase Price to be paid in cash on the Final Settlement date

FUNDING

• Funding of the Acquisition will consist of:

a) A single-tranche placement of $1.1 millionand Share PurchasePlan (SPP) to raise up to $0.5 million

b) Canaccord Genuity is acting as Lead Manager to the Equity Raising, see Pg. 25 for details

c) Deferred consideration is anticipated to be funded from operational cashflow

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