• Funds will also support the R&D program for potentially availing Active Pharmaceutical Ingredients (APIs) to the pharmaceutical industry with compositions based on its botanical synthesis technology
• 2 years 9% interest notes with conversion at a share price of no less than CAD $0.32

VANCOUVER, CANADA, AND REHOVOT, ISRAEL, February 21, 2023 – BioHarvest Sciences Inc. (“BioHarvest” or the “Company”) (CSE: BHSC) (OTC:CNVCF) announced today a private placement of up to CAD $8 Million of two year convertible notes (the “Notes). The funds raised will predominantly support the Company’s growth in its polyphenols/antioxidants vertical. The funds will also support the R&D program for potentially providing API’s to the pharmaceutical industry on the basis of its botanical compositions.

BHSC has recently provided guidance for 2023 expected revenue to be in the range of USD 17M – 20M and cash flow breakeven target for Q4/2023. In addition, on February 9^th the company announced its focus on: a) the growth of its core polyphenols business growth, b) the development of Pharmaceutical grade Cannabis compositions and c) the expansion of its clinical studies (see February 14th announcement) to support both the Nutraceuticals and Pharmaceutical verticals. This revised focus is expected to enable the Company to require less funds to achieve its 2023 financial targets and will likely result in less shareholder’s dilution.

The Notes will be denominated in Canadian Dollars, will have a term of 24 months, and pay interest of 9% per annum. The Notes will be convertible as to principal and accrued interest , at the option of the holder, at any time from their issuance into common shares of the company at a price equal to the closing market price of the Company’s common shares on the date of conversion (the (“Closing Price” ) less a discount of 20% but in any event not less than $0.32 per share (the “Floor Price”) and not higher than a ceiling price (the “Ceiling Price”) equal to $0.75 if converted within the term of the Notes. As an incentive for early conversion, any participating investor who converts their investment within the first year of the term of the Notes will receive a warrant for each $.40 converted (the Early Conversion Warrant) . Each Early Conversion Warrant will be exercisable to purchase a common share of the Company at a price of $.40 per share for a period expiring one year from the closing of the private placement of the Notes.

Investors who invest a minimum amount of $2,700,000 (the “Major Investment Threshold”) will also receive an additional  warrant (the Major Investment Warrant”) for each $.40 invested.  Each Major Investment Warrant will be exercisable for a period of one year from closing of the private placement of the Notes to purchase a common share of the Company at $.40 per share.

The Company may pay customary commissions or other sales incentives to registered brokers or investment dealers or finders (where permitted by law).

Ilan Sobel, CEO, states “The renewed focus on our core business is a blessing for our shareholders partners. Not only is it consistent with our biotech health and wellness vision, it enables us to responsibly execute on our goals with a less dilutive approach. Our strategy and priorities are sound. We are better positioned to deliver on what would make BioHarvest achieve the enterprise value worthy of a leading biotech innovator.”

This news release is provided for information purposes only and it is not an offer for sale or solicitation of an offer to purchase securities of the Company in any United States jurisdiction or any other jurisdiction where prohibited by law. The company’s proposed private placement will only be available to qualified investors. 

About BioHarvest Sciences Inc.

BioHarvest Sciences Inc. (CSE: BHSC) is a fast-growing Biotech firm listed on the Canadian Securities Exchange. BioHarvest has developed a patented bio-cell growth platform technology capable of growing the active and beneficial ingredients in fruit and plants, at industrial scale, without the need to grow the plant itself. This technology is economical, ensures consistency, and avoids the negative environmental impacts associated with traditional agriculture. BioHarvest is currently focused on nutraceuticals and the medicinal cannabis markets. Visit: www.bioharvest.com.