Metabolica Health Completes Amalgamation with Big Fish and Announces Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - February 26, 2024) - Metabolica Health Inc. ("Metabolica" or the "Company") a pioneering biotechnology firm at the forefront of diabetes and obesity treatment research, is pleased to announce the completion of its amalgamation (the "Amalgamation Agreement") with Big Fish Acquisition Corp. ("Big Fish"), effective on January 1, 2024, with the resulting amalgamated company, named Metabolica Health Inc. ("Metabolica Health"), continuing the business of Metabolica.

Pursuant to the terms of the Amalgamation Agreement dated October 30, 2023, Big Fish amalgamated with Metabolica to form Metabolica Health, and the issued shares of each of Metabolica and Big Fish were exchanged for shares of Metabolica Health or otherwise dealt with as follows: (a) each Class A Common share of Metabolica was exchanged for 22.213 common shares of Metabolica Health; and (b) each common share of Big Fish was exchanged for one-half of one common share of Metabolica Health.

Private Placement

Following the successful amalgamation transaction (the "Transaction"), Metabolica Health is pleased to announce that it is arranging a non-brokered private placement (the "Offering") of up to 2,500,000 Units, at a price of $0.40 per Unit, for gross proceeds of up to $1,000,000. Each Unit comprises one common share and one non-transferable common share purchase warrant, with each warrant granting the holder the right to purchase an additional common share, at a price of $0.60 per share, for a period of 24 months following the closing of the Offering. The Units will be offered by way of the "accredited investor" exemption under National Instrument 45-106 - Prospectus Exemptions and similar exemptions in Canada, and the Units may be sold to offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended, collectively known as (the "Qualifying Jurisdictions").

Governance Changes

As a result of the amalgamation, the board of Metabolica Health has been restructured and is presently composed of three directors: (i) two Metabolica nominees, namely Dr. Daniel Auld and Dr. Graham Wood, with Dr. Daniel Auld also assuming the role of Chief Executive Officer of the company; and (ii) Mr. Jamie Hyland, as the nominee from Big Fish. Furthermore, Metabolica Health is announcing the appointment of Mr. Scott Jardin, CPA, CGA, as the company's Chief Financial Officer. These strategic moves signify a pivotal moment for Metabolica, reinforcing its commitment to leadership excellence and innovation in the healthcare sector.

Proposed Listing

Metabolica also announces that it is working toward the preparation of a non-offering prospectus with the intention of becoming a "reporting issuer" in the Province of British Columbia and pursuing a listing of its common shares on the Canadian Securities Exchange ("CSE"). The contemplated listing on the CSE is contingent upon the fulfillment of specific conditions precedent, including, without limitation, the receipt of all requisite regulatory and exchange approvals. Metabolica has not filed a prospectus in any jurisdiction, nor has it filed a listing application with the CSE, and there can be no assurance that the company will be successful in becoming a reporting issuer and listing on the CSE.

Daniel Auld, Ph.D., President & CEO of Metabolica Health, expressed enthusiasm about the amalgamation and upcoming initiatives, "The merger with Big Fish Acquisition Corp. represents a significant milestone for Metabolica Health, and the team and I are excited to embark on the path toward becoming a reporting issuer and listing on the CSE. In addition, the launch of the Offering is pivotal in securing the financing necessary to advance our innovative research and development. Owning valuable intellectual property in the fields of diabetes and obesity treatment not only showcases our commitment to scientific excellence but also positions us to make a profound impact on global health. With the support of our investors and partners, we are poised to take Metabolica Health to the next level, translating groundbreaking research into viable treatments that can significantly improve patients' lives."

About Metabolica Health Inc.

Metabolica Health Inc. is a development-stage biotechnology firm dedicated to discovering and developing novel treatments for diabetes and obesity. Collaborating with leading universities globally, the Company focuses on leveraging products, their derivatives, and mechanisms related to intestinal microbiome metabolism. Owning a valuable intellectual property portfolio in this domain underscores Metabolica Health's innovative approach. With the overall type 2 diabetes treatment market projected to reach $77.2 billion by 2027, growing at a CAGR of 6.6% from 2022 to 2027, Metabolica Health is positioned at the forefront of addressing this significant global health challenge. The Company's background research indicates that 4-cresol, a compound produced by the gut microbiome, holds promise as a therapeutic strategy for diabetes treatment, evidenced by its ability to improve glycemic homeostasis and insulin secretory response in animal models.^[1]

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America.

Additional information on Metabolica Health is available at www.metabolicahealth.com.

ON BEHALF OF THE BOARD OF DIRECTORS

"Dan Auld"

Daniel Auld, Ph.D.
President & CEO, Director

For further information, please contact:
Jamie Hyland, B.Comm.
Director
Metabolica Health Inc.
Phone: +1 604.442.2425
Email: jamie@metabolicahealth.com

Dan Auld
President & CEO, Director
Metabolica Health Inc.
Email: dan@metabolicahealth.com

Edward Ierfino
Phone: +1 514.562.1374
Email: edward@metabolicahealth.com

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements 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. Readers are cautioned to consider these and other factors, uncertainties. and potential events carefully and not to put undue reliance on forward-looking statements. Such statements may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of added 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 applicable law.

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^[1] Brial F, et al. The Natural Metabolite 4-Cresol Improves Glucose Homeostasis and Enhances β-Cell Function. Cell Rep. 2020 Feb 18;30(7):2306-2320.e5. doi: 10.1016/j.celrep.2020.01.066. PMID: 32075738.

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