JIVA Technologies Inc.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC, July 8, 2025 /PRNewswire/ -- JIVA Technologies Inc. ("JIVA" or the "Company") (CSE: JIVA) (Frankfurt: WNT1) (OTCQB: PLTXF) announces that it has entered into debt settlement agreements with certain creditors of the Company (the "Creditors") pursuant to which the Company has agreed to issue to the Creditors an aggregate of 1,500,000 common shares of the Company (the "Settlement Shares") at a deemed issue price of $0.10 per Settlement Share in full and final settlement of accrued and outstanding indebtedness owing to the Creditor in the amount of $150,000 (the "Debt Settlement").

The Settlement Shares will be subject to a statutory hold period of four months from the date of issuance under applicable Canadian securities laws and the policies of the Canadian Securities Exchange, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

1,000,000 of the Settlement Shares issuable pursuant to the Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as such Settlement Shares will be issued to certain officers and directors of the Company. The directors of the Company have determined that the Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(g) and 5.7(1)(e) of MI 61-101 as at the time the Debt Settlement was agreed to, the Company's board of directors and independent directors, acting in good faith, has determined that the Company is in serious financial difficulty, the Debt Settlement is designed to improve the financial position of the company, the circumstances described in section 5.5(f) of MI 61-101 are not applicable, the terms of the Debt Settlement are reasonable in the circumstances, and there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the Company's shareholders.

None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About JIVA Technologies

JIVA Technologies is dedicated to building niche online wellness communities and creating immersive physical environments. With a proven track record in e- commerce marketplaces, bolstered by expert UI/UX design and SEO, JIVA now focuses on joint ventures to support wellness brands in developing their online presence. The company owns and operates Bloombox Club, an online plant delivery marketplace serving the United States, Germany, the United Kingdom, Austria, the Republic of Ireland, France, Spain, and Italy, as well as The Locavore Bar and Grill, a vibrant dining and gathering destination in Squamish, BC. Recently, JIVA became a shareholder in VEG House, a leader in the plant-based space, through a share exchange agreement. Committed to e-commerce, marketing, and wellness, JIVA's mission is to cultivate online communities of like-minded consumers through education and collaboration. The company is actively pursuing joint ventures, such as the recently announced partnership with LIV3 for SugarShield, to empower wellness brands online by building their websites and managing all digital marketing.

Contact

Lorne Rapkin

Chief Executive Officer

(416) 419-1415

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, including without limitation, statements regarding the proposed issuance of the Settlement Shares. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the risk that the Company will not complete the issuance of the Settlement Shares to the Creditor, the state of the financial markets for the Company's equity securities, the state of the commodity markets generally, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required, including acceptance by the Canadian Securities Exchange, for its planned activities, including the issuance of the Settlement Shares, the inability of the Company to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties. All of the Company's Canadian public disclosure filings may be accessed via www.sedarplus.ca and readers are urged to review these materials.

Logo: https://mma.prnewswire.com/media/2554030/5404909/Jiva_Technologies_Logo.jpg

View original content:https://www.prnewswire.co.uk/news-releases/jiva-technologies-announces-debt-settlements-302500188.html

VANCOUVER, BC, June 5, 2025 /PRNewswire/ -- Jiva Technologies (CSE: JIVA) (Frankfurt: WNT1) (OTCQB: PLTXF) ("JIVA" or the "Company"), a leader in building niche online wellness communities and creating immersive physical environments, is pleased to announce that the first commercial production run of LIV3's SugarShield supplement is ready to ship from Best Formulations, a Sirio Group company. Fulfillment to consumers will begin on June 10, 2025, with pre-sale orders placed since the website's January launch transitioning to active shipping and standard orders opening thereafter.

Best Formulations, a Sirio Group company renowned for producing some of the most recognized supplements in the United States, brings unparalleled expertise and quality assurance to this project.

LIV3's SugarShield capsules feature a liposomal delivery system designed to enhance nutrient absorption and bioavailability, with benefits expected to be felt within as little as two weeks.

Jiva believes that the e-commerce supplements category continues to expand rapidly, driven by increasing consumer demand for functional, science-backed products that support targeted wellness goals—from metabolic health to cognitive performance. The segment has seen significant growth as consumers prioritize convenience and transparency, with direct-to-consumer brands leading the charge.

Lorne Rapkin, CEO of Jiva Technologies, commented:

"Liv3Health.com is without question one of my favorite websites we've built at Jiva. I've been closely following the surge of new supplement brands launching GLP-1-inspired formulations and other wellness-forward solutions, and it's clear the world is ready for products that support better health outcomes in accessible ways. I believe that supplements are the fastest growing category in e-commerce right now, and partnering with Chris Mearns to launch SugarShield and oversee the entire digital strategy is a critical part of our vision to make wellness more attainable for everyone. I genuinely cannot wait for people to hold these jars in their hands and experience the results for themselves."

This marks another milestone in Jiva's expanding portfolio of wellness-focused ventures, as the Company continues to leverage its digital expertise and consumer insights to build brands that connect with today's health-conscious audience.

For more information about LIV3 or SugarShield, please visit www.liv3health.com.

About JIVA Technologies

JIVA Technologies is dedicated to building niche online wellness communities and creating immersive physical environments. With a proven track record in e-commerce marketplaces, bolstered by expert UI/UX design and SEO, JIVA now focuses on joint ventures to support wellness brands in developing their online presence. The company owns and operates Bloombox Club, an online plant delivery marketplace serving the United States, Germany, the United Kingdom, Austria, the Republic of Ireland, France, Spain, and Italy, as well as The Locavore Bar and Grill, a vibrant dining and gathering destination in Squamish, BC. Recently, JIVA became a shareholder in VEG House, a leader in the plant-based space, through a share exchange agreement. Committed to e-commerce, marketing, and wellness, JIVA's mission is to cultivate online communities of like-minded consumers through education and collaboration. The company is actively pursuing joint ventures, such as the recently announced partnership with LIV3 for SugarShield, to empower wellness brands online by building their websites and managing all digital marketing.

About LIV3

LIV3 is dedicated to improving metabolic health by addressing the detrimental effects of fructose through its flagship product, SugarShield. Originally introduced through fructosecontrol.com, where the product received overwhelmingly positive feedback for its efficacy, SugarShield features Luteolin, a powerful compound that blocks fructokinase. SugarShield has the potential to reduce cravings, boost energy, and support weight management by preventing fructose metabolism. This innovative approach allows individuals to experience the benefits of a sugar-free lifestyle without making drastic dietary changes. Backed by research, LIV3's solution targets the suspected root cause of metabolic dysfunction and offers a natural, effective way to improve overall health and wellness.

About Best Formulations (a Sirio Company)

Best Formulations, a Sirio Company, is a leading U.S.-based contract manufacturer specializing in high-quality dietary supplements, over-the-counter drugs, and functional foods. As part of the global Sirio Group—a renowned leader in the nutraceutical industry—Best Formulations combines international expertise with state-of-the-art manufacturing facilities in the United States. Committed to excellence and stringent quality control, the company adheres to strict U.S. regulatory standards and Good Manufacturing Practices (GMP), ensuring that products like SugarShield are manufactured to the highest quality. With over 35 years of industry experience, Best Formulations is dedicated to being a trusted partner in bringing innovative health products to market both domestically and internationally.

Contact

Lorne Rapkin

Chief Executive Officer

(416) 419-1415

Forward-looking Information

This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may," "will," "expect," "likely", "should," "would," "plan," "anticipate," "intend," "potential," "proposed," "estimate," "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking information contained herein includes, without limitation, statements regarding the availability of Future Farm products, JIVA  promotional events and the business and strategic plans of the Company.

By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including, without limitation: receiving sufficient demand for the Offering; the Company's ability to comply with all applicable governmental regulations including all applicable food safety laws and regulations; impacts to the business and operations of the Company due to the COVID-19 epidemic; the conflict in eastern Europe; having a limited operating history; the ability of the Company to access capital to meet future financing needs; the Company's reliance on management and key personnel; competition; changes in consumer trends; foreign currency fluctuations; and general economic, market or business conditions.

Additional risk factors can also be found in the Company's continuous disclosure documents, which have been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained applicable herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by law.

View original content to download multimedia:https://www.prnewswire.com/news-releases/jiva-technologies-first-purchase-order-of-liv3s-sugarshield-supplement-is-ready-to-ship-from-best-formulations-and-will-begin-shipping-direct-to-consumers-by-june-10-2025-302474239.html

SOURCE JIVA Technologies Inc.