Beeio Honey Ltd.

Share Issue/Capital Change • Dec 28, 2021

This is an English translation of a Hebrew immediate report that was published on December 28, 2021 (Ref No.:2021-01-186066) (hereafter: the "Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

BEEIO HONEY LTD

(the "Company")

To: To: www.isa.gov.il www.tase.co.il

December 28, 2021 Israel Securities Authority Tel Aviv Stock Exchange Ltd .

Dear Sirs and Madams,

Re: The Company Entered into Investment Agreements to Raise Approximately NIS 11 Million

The Company is honored to update that investment agreements at a total of approximately NIS 11 million from private investors have been executed, following the approval of the Company's board of directors in a meeting that was closed on December 28, 2021, which approved the terms of the investment agreements.

The investors include the controlling shareholder of the Company, Mr. Adi Zim, current shareholders, and other accredited investors by way of a private equity placement in the Company.

The terms of the investment transaction regarding each investor are identical, as follows:

• a. The price per share of each ordinary share of the Company under the investments agreements is ILS 6.5.
• b. Due to their investment and without any additional consideration, for any share allotted to the investors, investors shall also be granted with one warrant convertible into one share of the Company, at an exercise price of ILS 8.5.
• c. The warrants period above shall be two years as of the date of the actual allotment, unless one of the following events occurs:
  • 1. Registration of the Company's shares on a leading stock exchange in a foreign country (such as NASDAQ, LSE etc.);
  • 1. Merger, full acquisition of the Company, acquisition of all the Company's operations or any change of control.

Should any of the above events occur, the Company will update each of the investors of the occurrence of the event (at least 45 days prior to the completion date of the event), and the investors will be required to inform the Company, within 45 days of the date of receiving the Company's aforesaid notice, whether they wish to realize all or part of the warrants issued to them under said investment agreements. If an investor chooses not to realize all or part of the warrants, the non-realized part will expire within 45 days.

The Company shall publish a private equity placement report in compliance with this immediate report as soon as possible.

Background

As extensively detailed in the outline of the Company's operations, as published in Appendix A of the Report on Convening a General Meeting dated May 20, 2021 (Ref. No.: 2021-01- 028399), the Company is developing an industrial process to produce cultivated honey, namely production of honey without bees. To realize this purpose, the Company must develop capabilities, among others, to create an artificial honey stomach which accurately simulates the activity of the bee's stomach using the biological processes of producing honey from nectar to obtain real honey.

The information mentioned in this notice is "Forward Looking Statement" as defined in The Securities Law, 5728-1968, based on the information known to the Company as of this date, and on estimates and predictions which their realization depends, among others, on factors that are outside of the Company's control. To be noted, the Company is a research and development company and as such, its estimations might be realized in a different manner, if at all, given that the Company's research is preliminary and precedential.

Sincerely, OFIR DVASH, CEO BEEIO HONEY LTD