Above Food Ingredients Inc. Provides Update on Fiscal 2025 Audit and Raises Fiscal 2026 Profit Guidance to over $40 Million

Regina, Saskatchewan--(Newsfile Corp. - December 12, 2025) - Above Food Ingredients Inc. (NASDAQ:ABVE) ("Above Food" or the "Company") is pleased to announce that its audit for the fiscal year ended January 31, 2025, is progressing well towards completion. The Company is encouraged by the strong working relationship with its auditors, whose sector expertise has been highly valued by both management and the Board of Directors.

While the audit has advanced positively, the timetable has been impacted over the past several weeks by unavoidable illness-related resourcing challenges faced by the team. Taking into account the upcoming holiday season, Above Food now anticipates that the audit will be completed shortly after the new year. The Company has notified Nasdaq accordingly and has applied for the 180-day extension available to it under applicable regulations.

In parallel, Above Food continues to work closely with its auditors and advisors as part of its ongoing restructuring process. The Company looks forward to sharing the positive outcomes of this transformative initiative in the near future. As Above Food approaches the final month of its fiscal year ending January 31, 2026, the Company is pleased to report that expected profit is now projected to exceed $40 million, representing a significant increase from the previously announced expectation of $30 million.

About Above Food Ingredients Inc.
Above Food Ingredients Inc. (NASDAQ:ABVE) is an agricultural and food technology company whose vision is to create a healthier world — breaking the cycle of world hunger, one seed, one field, and one bite at a time. Above's robust chain of custody of plant proteins and proprietary seed development capabilities, leverage the power of artificial intelligence-driven genomics and agronomy, and together with Palm's financial technologies will help to break the global cycle of hunger.

Cautionary Statement Regarding Forward-Looking Statements
This press release may contain "forward-looking information" within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "could," "will be," "will continue," and similar expressions.

Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between Above Food and Palm Global, such as statements regarding the combined operations and prospects of Above Food and Palm Global, the current and projected market, growth opportunities and synergies for the combined company, the expected composition of the management and board of directors of the combined company, the expected trading of the combined company on the Nasdaq, the filing and approval of the Registration Statement and the Prospectus, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto.

Factors that could cause actual events to differ include, but are not limited to:

• all conditions to the proposed transaction being met, including Above Food and Palm Global agreeing to a form of plan of arrangement, as well as other conditions set forth in the definitive merger agreement;
• the expected timing of regulatory approvals relating to the proposed transaction, the businesses of Above Food and Palm Global and of the combined company and product launches of such businesses and companies;
• Above Food's inability to file or make effective the Registration Statement or the final Prospectus with the respective regulators;
• Above Food, Palm Global and the combined company's compliance with, and changes to, applicable laws and regulations;
• Above Food and the combined company's ability to list the common shares of the combined company on Nasdaq;
• the ability to successfully integrate the businesses of Above Food and Palm Global after the completion of the proposed transaction;
• the combined company's ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all; and
• the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction.

Forward-looking statements are based on the current expectations of Above Food's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider all of the risks and uncertainties described in the documents filed by Above Food with the United States Securities and Exchange Commission ("SEC"), which is available on EDGAR at www.sec.gov/edgar.shtml.There may be additional risks that Above Food presently does not know or that Above Food currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Above Food's expectations, plans or forecasts of future events and views as of the date of this communication. Above Food anticipates that subsequent events and developments will cause Above Food's assessments to change. However, while Above Food may elect to update these forward-looking statements in the future, Above Food specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Above Food's assessments as of any date subsequent to the date of this communication. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.

It is possible that the Merger may not occur on the terms provided herein or in the Merger Agreement, on the expected timing or at all. In the event that the Merger is terminated Above Food may be liable to pay a termination fee to Palm Global, subject to the precise terms of the Merger Agreement.

Additional Information and Where to Find It:

INVESTORS AND SECURITY HOLDERS OF ABOVE FOOD ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABOVE FOOD. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Above Food through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Above Food are also available free of charge on Above Food's website at https://abovefood.com or by contacting Above Food's Investor Relations Department at 2305 Victoria Ave #002, Regina, Saskatchewan, Canada, S4P 0S7.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277813