Regina, Saskatchewan–(Newsfile Corp. – April 28, 2025) – Above Food Ingredients Inc. (NASDAQ: ABVE) (“Above Food” and the “Company”) today released its financial results for the six-month period ended July 31, 2024, thereby bringing it back into compliance with Listing Rule 5250(c)(2) of the Nasdaq regulatory listing requirements.
The Company notes that the six-month financial results filed today with the SEC primarily reflect operations of businesses that have since been discontinued and are not representative of the Company’s business model moving forward. Revenue for the six months ended July 31, 2024 was US$65.2 million (CAD$90.0 million), with a net loss of US$25.9 million (CAD $35.8 million), which included US$14.1 million (CAD$19.4 million) of non-recurring business combination transaction costs on the merger with Bite Acquisition Corp. completed June 28, 2024.
Subsequent to the six-month period ended July 31, 2024, the Company strategically refocused its revenue base toward higher margin opportunities following its August 2024 acquisition of Stricks Ag LLC (“Stricks”), a Montana-based specialty ingredient subsidiary, which continues to exceed expectations. In addition to this, the Company signed a Letter of Intent in February 2025 to acquire Palm Global Technologies Ltd. (“Palm Global”). These transactions represent a significant strategic shift toward higher-margin, value-added products that require less working capital investment compared to the Company’s former commoditized agricultural operations, which have since been discontinued.
The Company’s current ongoing operations not reflected in these financial results include the Stricks business, which generated US$164 million in revenue for fiscal year 2023 and averaged approximately US$5.3 million in annual Adjusted EBITDA during fiscal years 2021-2023. Following management’s efforts to deemphasize its commoditized agricultural operations, the Company is now moving towards break-even net income and generating positive adjusted EBITDA.
Building on this momentum, the Company’s acquisition of Palm Global is expected to have a significant positive impact, presenting numerous opportunities for the Company to continue to strengthen its current revenue run-rate of approximately US$145 million (CAD$200 million) and substantially enhancing profitability. As a next-generation innovator in technology, sustainability, and global food markets, Palm Global leverages its cutting-edge technology platforms and frontline super-apps. This strategic acquisition is enabling Above Food to expand its reach into transformative sectors, including advanced AgriTech, FinTech, EdTech, and Asset Tokenization while also strengthening its presence in key global markets, including Latin America, Africa, and Asia.
Through these substantial corporate transformations, the Company has greatly strengthened its financial position by eliminating the majority of its corporate indebtedness and successfully transitioned its continuing operations towards profitability.
With the filing of the financial results for the period ended July 31, 2024, the remaining outstanding deficiency with the Nasdaq exchange pertains to the closing bid price of the Company’s listed securities, which are below the $1 per share threshold. The Company is actively executing its plans to resolve this promptly, in advance of the May 22, 2025 hearing.
About Above Food Ingredients Inc.
Above Food Ingredients Inc. (NASDAQ: ABVE) is an ingredient company that delivers products made with real, nutritious, flavorful ingredients produced with transparency. The Company’s vision is to create a healthier world – one seed, one field, and one bite at a time. With a robust chain of custody of plant proteins, enabled by scaled operations and infrastructure in primary agriculture and processing, and proprietary seed development capabilities that leverage the power of artificial intelligence-driven genomics and agronomy, the Company delivers nutritious foods to businesses and consumers with traceability and sustainability.
About Palm Global
Palm Global is a next-generation innovator in financial inclusion, agri-tech, and sustainability, operating out of San Francisco, Dubai, Hong Kong, and Singapore. Utilizing AI, blockchain, and decentralized finance (“DeFi”) technologies. Palm Global delivers scalable solutions that drive economic empowerment and financial access for millions of farmers across Africa, Southeast Asia, and the Americas. By facilitating access to credit, insurance, and advanced agricultural technologies, through its platforms and super-apps, Palm Global supports sustainable growth and food security at scale. Through strategic partnerships with governments, global institutions, and NGOs, Palm Global is accelerating the adoption of digital solutions that transform global agriculture and strengthen financial resilience in underserved markets. The Palm Global website is available at www.palmglobal.ai.
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 and include, without limitation, statements about the ability of or expectations regarding the future performance of our business and operations.
Forward-looking statements are based on the current expectations of the Company’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 the Company with the United States Securities and Exchange Commission, which is available on EDGAR at www.sec.gov/. There may be additional risks that the Company presently does not know or that the Company 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 the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’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.
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ABOVE FOOD CORP.
Condensed Consolidated Financial Statements (Unaudited)
For the Six Month Period Ended July 31, 2024
Consolidated Balance Sheets
(Unaudited) (Expressed in Canadian dollars)
As at
July 31, 2024
January 31, 2024
ASSETS
Current Assets:
Cash$664,430
$952,280
Accounts receivable, net
11,225,102
24,028,576
Loans receivable
650,830
671,500
Inventory
8,838,243
26,009,438
Commodity forward contracts
15,544,025
15,187,459
Foreign exchange forward contracts
110,568
359,973
Other assets
1,578,318
1,227,012
38,611,516
68,436,238
Investment in affiliate
5,431,514
5,873,574
Property, plant and equipment, net
26,512,814
27,249,328
Intangible assets, net
2,733,607
2,448,489
Operating lease right-of-use assets
6,165,492
6,745,324
Finance lease Right-of-use assets
31,098,448
31,552,824
Goodwill
876,734
871,174
Due from related parties
–
–
Other assets
923,267
711,004
Total Assets$112,353,392
$143,887,955 LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued liabilities$51,790,641
$53,101,833
Customer deposit
12,010,751
8,676,662
Short-term debt and credit facilities
34,500,000
36,000,000
Bank indebtedness
4,372,635
12,304,272
Long-term debt, current portion
32,230,424
30,783,203
Due to related parties
2,415,798
6,017,600
Operating lease liabilities, current portion
1,200,851
1,179,839
Finance lease liabilities, current portion
1,187,817
1,190,708
Commodity forward contracts
3,128,031
3,250,260
Foreign exchange forward contracts
23,531,001
1,346,133 Total current liabilities
166,367,949
153,850,510
Long-term debt
25,682,987
186,104
Deferred tax liability
842,890
247,073
Operating lease liabilities
4,829,398
5,434,482
Finance lease liabilities
29,835,754
30,428,018
Commitments and contingencies
Total liabilities
227,558,978
190,146,187
Consolidated Balance Sheets (continued)
(Unaudited) (Expressed in Canadian dollars)
As at
July 31, 2024
January 31, 2024 Shareholders’ equity:
Share capital
24,743,742
45,778,255
Warrants
–
11,676,046
Retained deficit
(140,289,883)
(103,832,322)Accumulated other comprehensive income
340,555
119,788
Total shareholders’ equity
(115,205,586)
(46,258,232)
Total liabilities and shareholders’ equity$112,353,392
$143,887,955
Consolidated Statements of Operations
(Unaudited) (Expressed in Canadian dollars)
Six Months Ended July 31
2024
2023
Revenue$90,062,387
$163,646,137
Cost of sales
94,467,929
166,293,205
Gross loss
(4,405,542)
6,838,902
Expenses
Selling, general and administrative
8,563,503
15,682,170
Research and development
19,316
39,867
Business combination transaction costs
7,952,804
–
Discontinued operational costs
7,576,174
–
One-time Legal Fees
3,884,220
–
Impairment of goodwill and other intangible assets
–
–
27,996,017
15,722,037
Loss from operations
(32,401,559)
(18,369,105)
Interest revenue
41,135
79,326
Interest expense
(3,434,313)
(2,156,546)Net loss before income taxes
(35,794,737)
(20,446,325)
Income tax recovery
Current
–
–
Deferred
–
–
Income tax recovery
–
–
Equity method investment loss
614,889
406,545
Net loss for the period$(36,409,626)$(20,852,870)
Consolidated Statements of Cash Flows
(Unaudited) (Express in Canadian dollars)
Six months ended July 31
2024
2023 Cash flows from operating activities:
Net (loss) income $(36,409,626)$(20,852,870)Items not affecting cash:
Depreciation and amortization
1,904,336
2,905,241
Stock compensation expense
3,241,535
2,189,362
Deferred taxes
–
78,681
Impairment of goodwill and other intangible assets
–
–
Non-cash interest expense
1,992,598
800,143
Non-cash lease expense
2,321,028
770,230
Equity method investment loss
614,889
382,850
Changes in operating assets and liabilities:
Accounts receivable
12,789,795
15,544,860
Inventory
22,184,278
18,428,009
Commodity forward contracts
(20,322,012)
6,029,196
Foreign exchange forward contracts
22,434,273
(3,977,856) Corporate tax receivable
–
–
Other assets
(373,581)
225,301
Operating lease liabilities
(767,899)
(181,956) Accounts payable and accrued liabilities
(12,609,725)
(3,106,711) Deposits
3,334,089
(2,671,068)
333,978
16,563,412
Cash flows from investing activities:
Loans issued
20,670
(226,557)Business acquisitions, net of cash acquired
2,735,355
(1,590,913)Purchase of intangible assets
(505,770)
(30,348)Proceeds from sale of assets
–
–
Purchase of property, plant and equipment
(454,353)
(995,981)
1,795,902
(2,843,799)Cash flows from financing activities:
Short-term debt and credit facilities
(9,431,637)
(7,987,855)Proceeds from issuance of long-term debt
13,041,721
2,250,000
Repayment of long-term debt
(756,315)
(614,275)Repayment of amounts due to related parties
(4,118,975)
(8,092,988)Repayment of finance lease liabilities
(1,152,524)
(591,764)
(2,417,730)
(15,036,882)
Decrease in cash during the period
(287,850)
(1,317,269)
Cash – beginning of period
952,280
2,327,797
Cash – end of period$664,430
$1,010,528
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SOURCE: Above Food Ingredients Inc.
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