U.S. Expansion & OTC Public Listing Strategy

Patrick Smyth

Corporate Finance & Creative Director

Full Update

All Your Meals is being positioned for U.S. expansion with OTC Public Listing.

This week marked an important step forward for All Your Meals as our focus is increasingly shifting from building the underlying infrastructure to putting the business into a position to scale, particularly in the United States.

There were significant developments this week involving Vancouver production, potential investment, and a proposed reverse takeover into an OTC public company.

While none of the corporate transactions described below have closed, management believes the discussions have advanced materially and that the parties involved intend to proceed.

Operations

Vancouver Co-Packer

Negotiations are continuing with a new Vancouver co-packer with the primary issue currently being worked through is pricing. The relationship has the potential to provide All Your Meals with a more suitable local production structure, but the economics need to work for both sides before a final agreement is reached.

Management's objective is not simply to secure production capacity. It is to establish a production relationship that allows us to provide competitive pricing while maintaining food quality and customer experience.

Corporate Development & U.S. Expansion

Proposed OTC Reverse Takeover

One of the most significant developments this week came from meetings in Toronto involving Benny Doro, CEO of All Your Meals, and the principals of an OTC public-company shell. The principals have approached All Your Meals regarding a proposed reverse takeover (RTO).

During the meetings, the principal deal points were negotiated and the parties are now working toward formal transaction documents.

Under the structure currently being discussed, All Your Meals would become a wholly owned subsidiary of the existing OTC public company, providing a potentially faster path to becoming part of a public-company structure than building a public vehicle from scratch.

At the time of this update, the transaction remains subject to documentation, due diligence and completion of the necessary legal and corporate processes.

No closing documents had been executed when this update was prepared. Management's firsthand assessment is that the principal structure is substantially agreed and that the parties intend to proceed.

The speed of execution remains an important variable.

Marketing Commitment

Another significant development this week was a meeting with a group with expertise in marketing and customer acquisition. The group has committed to raising investment funds for advertising and related customer-acquisition activities.

This is potentially one of the most important developments for the operating business.

The company's infrastructure has been built, but customer acquisition requires capital. With additional advertising resources, All Your Meals can begin testing customer-acquisition channels at a much larger scale and determine where advertising dollars produce the strongest return. The objective is to establish a measurable and repeatable customer-acquisition model that can then be expanded geographically.

A Clearer U.S. Strategy

An important takeaway from this week's meetings was the consistency of the message from both the potential investors and the OTC group: the expansion opportunity they are focused on is the United States, not Canada.

Canada remains an important operating market and Vancouver continues to be part of our immediate operational agenda. However, the larger growth strategy is increasingly centered on the United States. This includes potential production relationships in:

• Greater Boston
• Delaware
• North Carolina
• Additional U.S. markets as the model develops

The combination of U.S. production partners, a public-company structure and additional marketing capital could provide the foundation for a significantly larger customer-acquisition effort.

Vancouver

Our immediate Vancouver priority is the launch of the new Vancouver menu. Traffic across the sites remains encouraging, but advertising has been limited. With the new menu coming online, the next step is to restart advertising and use the resulting customer activity to measure conversion, acquisition costs and demand.

The Vancouver market therefore continues to serve two purposes:

• First, it is a revenue-generating market.
• Second, it provides a live environment in which to test the customer experience, menu, pricing, advertising and operating model before applying those lessons to larger U.S. markets.

The Next Seven Days

Our immediate priorities for the coming week are:

1. Launch the new Vancouver menu and restart advertising activity.
2. Advance the OTC RTO by completing the next stage of documentation with the OTC shell.
3. Advance the investment by working toward receiving and executing the required investment documents.
4. Continue and expand advertising activity, with customer acquisition and measurable CAC as key objectives.
5. Advance U.S. production discussions with co-packers while negotiating Vancouver production economics.

The Bigger Picture

This week was significant because several pieces of the All Your Meals strategy began moving together.

We now have:

• A Vancouver production relationship under negotiation
• U.S. co-packer discussions underway
• A proposed OTC RTO with principal deal points substantially negotiated
• Potential investment moving toward documentation
• A marketing group pursuing investment for customer acquisition
• A new Vancouver menu ready to launch
• A clear strategic emphasis on U.S. expansion

None of these developments should be interpreted as completed until the appropriate agreements are signed and transactions close, but collectively, they represent a meaningful shift in the company's position.

The next phase is about putting capital behind customer acquisition, completing the corporate structure, launching the U.S. market and demonstrating that the All Your Meals model can be scaled.

Our focus is therefore simple:

Launch. Acquire Customers. Prove the Model. Scale.

Contact

Regards,

Patrick Smyth – Corporate Finance & Creative Director

All Your Meals Inc.

250.222.7478
702.530.3241
10120 West Flamingo RD STE 4-1103 Las Vegas, NV 89147
All Your Meals | Chef-Prepared Meals Delivered Across the United States