Borealis Foods Inc. Enters into Credit Agreement and Conversion Agreement

Borealis Foods Inc. (the Company) has entered into a Credit Agreement with Oxus Capital PTE Ltd. for a term loan of up to $17.0 million. The proceeds were used to repay an existing credit facility with Frontwell Capital Partners Inc. The new term loan bears interest at 12% per annum, with principal repayable in 48 monthly installments starting May 1, 2027. Oxus has the option to convert Year 1 interest into common shares. The Credit Agreement also mandates board reconstitution by May 11, 2026, to include two designees from Oxus. Additionally, the Company entered into a Conversion Agreement with Oxus, Reza Soltanzadeh, and Barthelemy Helg to convert approximately $29.1 million in indebtedness plus accrued interest into common shares, contingent upon the Company not raising at least $70 million in equity financing by July 1, 2026. This conversion could be dilutive to existing shareholders. The termination of the Frontwell Agreements resulted in the cessation of Jeffrey T. Varsalone's role as Chief Restructuring Officer. The Company also addressed its non-compliance with Nasdaq Listing Rule 5250(c)(1) regarding its annual report filing, with an expected filing date of May 19, 2026.