Peekaboo Beans Inc. — Capital/Financing Update 2021

Jul 29, 2021

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Peekaboo Beans Launches Financings and Closes First Tranche of a Private Placement of Convertible Debenture Units

VANCOUVER, BC – July 29, 2021 Peekaboo Beans Inc. (“ Peekaboo Beans” or the “ Company” ) (CSE:BEAN | OTCQB:PBBSF) is pleased to announce that it is conducting two financings: a non-brokered private placement of convertible debenture units (each, a “ CD Unit ” and collectively, the “ CD Units ”) for aggregate gross proceeds of up to $1,500,000 (the “ Debenture Offering ”), and a non-brokered private placement of units consisting of one common share and one common share purchase warrant (each a “ Unit ” and collectively the “ Units ”) for aggregate gross proceeds of up to $1,500,000 (the “ Equity Offering ”, and together with the Debenture Offering, the “ Offerings ”), inclusive of the Debt Settlements, as herein defined. The net proceeds of the Offerings will be used for inventory and general working capital purposes.

Debenture Offering

Each CD Unit will be offered at a price of $1,000 and will be comprised of one unsecured convertible debenture with a principal amount of $1,000 (each, a “ Debenture ” and collectively, the “ Debentures ”) and 5,000 common share purchase warrants of the Company (each, a “ Warrant ” and collectively, the “ Warrants ”). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each a “ Common Share ”) at a price of $0.15 per share for a period of four years from the closing date of the respective tranche of the Debenture Offering (the “ Closing Date ”).

The Debentures will mature and be repayable on the date that is four years from the Closing Date (the “ Maturity Date ”) and bear interest at a rate of 12% per annum until maturity, which will be calculated and payable semi-annually on the last day of June and December in each year. The principal amount of the Debentures and any accrued and unpaid interest will be convertible into Common Shares at a conversion price of $0.10 (the “ Conversion Price ”). The terms of the Debentures further provide that the Company may from time to time, at the Company’s option, prepay all or part of the principal amount plus accrued and unpaid interest without penalty or bonus.

The Company further announces a first tranche closing of the Debenture Offering described above for gross proceeds of $125,000 through the issuance of 125 CD Units at a price of $1,000 per CD Unit. Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.15 per share until July 28, 2025. The Debenture will mature and be repayable on July 28, 2025. In connection with the closing of the first tranche, the Company has issued 83,333 finder’s warrants, exercisable at $0.12 into Common Shares for a period of 2 years from closing, and paid $10,000 in cash commission.

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Equity Offering

Each Unit will be offered at a price of $0.10 per Unit, and will be comprised of one Common Share and one Common Share purchase warrant, entitling the holder thereof to acquire one additional Common Share at an exercise price of $0.15 for a period of three years from the closing date of the Equity Offering.

A portion of the Equity Offering may be conducted as a settlement of outstanding debt (the “ Debt Settlements ”), and the Company is currently negotiating with existing creditors to settle existing debt with securities of the Company on the same terms as contained in the Equity Offering

All securities issued in connection with the Offerings will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. All securities issued in connection with the first tranche closing of the Debenture Offering are subject to a statutory hold period expiring on November 29, 2021. The Company may issue finder’s fees to eligible finders for each of the Offerings.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within 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 promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Peekaboo Beans Inc.

PK Beans is an integrated and innovative children’s wellness brand. From sustainable clothing options that kids love to wear, to healthy foods that fuel children’s play, our mission is to provide the ingredients for a playful life. Together with our monthly adventure subscription box, consisting of interactive and engaging activities that educate and entertain, developed by an Emmy award-winning child psychologist and devoted kid-experts, our goal is to enrich, empower and nourish children through quality nutrition, clothing and play - every day. The company maximizes revenue by reaching sellers and online retailers through an omnichannel approach.

To learn more about PK Beans, visit: www.pkbeans.com

On behalf of the Board of Directors,

Peekaboo Beans Inc.

Ms. Traci Costa, President and CEO (604) 279-2326

For more information, please contact the Company at:

LEGAL_36799079.1.docx

IR@pkbeans.com 1-604-279-2326

For more information, please contact the Company at:

Reader Advisory

This news release may include forward-looking information that is subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward-looking. Although the Company believes the expectations expressed in such forward-looking information are based on reasonable assumptions, such information is not a guarantee of future performance and actual results or developments may differ materially from those contained in forward-looking information. Factors that could cause actual results to differ materially from those in forward-looking information include, but are not limited to, fluctuations in market prices, successes of the operations of the Company, continued availability of capital and financing and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

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