Above Food Corp. to acquire AI-based genomic assets, intellectual property and trait development technology licensing rights from NRGene

Date:09-27-2023

Above Food Corp. ("Above Food"), an innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients and consumer products, and NRGene Technologies Ltd. (TASE: NRGN) ("NRGene"), an Ag-Tech company engaged in research, development, commercialization of IP-intensive technologies and novel traits and varieties of crops and animals, announced that they have entered into an asset-purchase agreement ("APA") pursuant to which Above Food will purchase certain AI-based genomic assets, intellectual property, and trait development technology licensing rights from NRGene (the "NRGene Acquisition").

Closing of the transactions under the APA is contingent on the closing of Above Food's business combination with BITE Acquisition Corp. ("Bite") and the subsequent listing of the combined company's common shares on the New York Stock Exchange (the "Business Combination"). NRGene will receive a combination of cash and stock-based consideration, as well as royalties from commercialization of specific projects.

Above Food expects this transaction will empower it to accelerate the creation of elite varieties with genetic traits that we believe are valuable and beneficial to the food industry, at a faster pace and reduced cost. NRGene's unique AI genomic technology has already demonstrated its effectiveness in over 300 projects spanning various key crops.

The transaction is intended to facilitate Above Food's development and delivery to farmers, ingredient processors, and food manufacturers of elite crop varieties that boost crop productivity, improve nutritional values and ingredient and food processing efficiency, enhance functionality, and lower the CO2 footprint of the food supply chain.

Above Food will receive a license to NRGene's proprietary TraitMAGIC™ technology. This technology is intended to facilitate efficient trait mapping and introgression of desirable traits into elite crops. Above Food expects that upon completion of the transaction a proficient R&D team of up to 10 team members of NRGene Canada Inc., (a wholly owned NRGene subsidiary), will join the Above Food Discovery Trait Genetics team.

In addition, NRGene will provide the following to Above Food:

• Canola trait and germplasm featuring durable clubroot resistance and high protein content;

• DNA markers for quality traits in additional Western Canadian grown crops; and

• Genomic lab facilities located in Saskatoon, Canada.

NRGene Canada will continue with the development of novel seedlings for livestock feed and novel varieties of insects that consume agriculture waste streams, to be used as alternative protein sources for the companion pet food, and aquaculture markets.

Above Food's President and Chief Executive Officer, Lionel Kambeitz, stated "We anticipate that the strengths of Above Food and NRGene coming together will create an industry leading trait genetics company focused on crop trait development. Combining NRGene's AI and genomics technology with the regenerative ag leadership of Above Food is a synergistic partnership that will allow us to continue to harness the power of innovation as we write the next chapter of our success stories in regenerative agriculture together."

NRGene's CEO, Gil Ronen, said, "Following the completion of our R&D phase, we searched for the best commercial partner to advance our traits and germplasm. Above Food's 'roots' in Canadian agriculture and global sales reach made it the ideal partner for commercializing existing traits and germplasm as well as developing additional traits in the long run. By joining forces, we believe we can pave the way towards a worldwide impact on global agricultural productivity and food security".