Ultra Brands Ltd. — Regulatory Filings 2021

Aug 19, 2021

Form 51-102F3 Material Change Report

1. Name and Address of Company

FEEL FOODS LTD. (FORMERLY NHS INDUSTRIES LTD.)

Suite 700 - 838 West Hastings St. Vancouver, BC V6C 0A6 (the “Company”)

2. Dates of Material Change(s)

August 18, 2021

3.

News Release(s)

A news release was issued on August 19, 2021 and disseminated Globe Newswire pursuant to section 7.1 of National Instrument 51–102.

4. Summaries of Material Changes

The Company announces it has entered into an asset purchase agreement (the “Agreement”) with Canpac Investments Corp. (“Canpac”) for the sale of its Langley 5.5 acre greenhouse lands. Canpac is an investment company focused on health sciences, technology and infrastructure.

5. Full Description of Material Changes

News Release dated August 19, 2021– See Schedule “A”

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

No information has been omitted.

8. Executive Officer

Mr. Robert Nygren, CEO of the Company, is knowledgeable about the material change contained herein and may be reached at (888) 202-5153.

9. Date of Report

This report is dated August 19, 2021.

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to the Material Change Report dated August 19, 2021

SCHEDULE “A”

FEEL FOODS ANNOUNCES THE SALE OF LANGLEY GREENHOUSE PROJECT FOR $1.5 MILLION

Vancouver, B.C. – August 19[th] , 2021 – Feel Foods Ltd. (the "Company" or "FEEL") (CSE:FEEL) (OTC:FLLLF) is pleased to announce the Company has entered into an asset purchase agreement (the “Agreement”) with Canpac Investments Corp. (“Canpac”) for the sale of its Langley 5.5 acre greenhouse lands. Canpac is an investment company focused on health sciences, technology and infrastructure.

Pursuant to the Agreement, Canpac shall purchase the property in consideration of $1,500,000 payable in the form of the issuance of 15,000,000 common shares at a deemed price of $0.10 per share. Furthermore, along with the acquisition, Canpac has agreed to assume $912,517 in the Company’s current debt and long-term liabilities. The Company has assembled debt assignment agreements, signed by creditors assigning the liabilities to Canpac.

FEEL has elected to distribute the shares in the form of a dividend to its stakeholders on a pro rata basis to shareholders of record on September 15[th] , 2021.

Sam Samy, CEO of Canpac, stated: “We are pleased to add this Langley greenhouse project to our portfolio. The company will look to pursue a listing on a North American stock exchange as an investment issuer to the benefit of all stakeholders.”

Robert Nygren, CEO of FEEL, stated: “The sale of the Langley greenhouse project, which has been leased, and the assignment of approximately $1.0 Million in company liabilities to Canpac will free FEEL to focus its time, attention and capital on its growing agri-holdings and plant-based foods business.”

About Feel Foods Ltd.

FEEL is an agri-food holdings company focused on innovative products and technologies in the food services industry including its wholly owned BE Good plant based foods line up of plant-based chicken, pork and beef products as well as is currently investing in the research and development of keto-friendly plant-based candy products.

Company Contact:

Joel T Warawa Corporate Communications info@feelfoodsco.com

+1 604-235-0010

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