SOWG · Sow Good Inc.

Sow Good Inc., currently a consumer packaged goods company focused on freeze-dried products, disclosed a transformative all-stock acquisition of Ryzon Materials Ltd.'s Tanzanian subsidiaries that own the Nachu Graphite Project via an investor presentation and press release furnished under Item 7.01. The transaction values the asset at AUD$150M (~US$107M), payable in approximately 334 million SOWG common shares priced at the 10-day VWAP of US$0.3209, with an additional AUD$15M held in escrow over 12-18 months subject to conditions. The Nachu project features a JORC 2012 resource of 174 Mt at 5.4% TGC (9.3 Mt contained graphite), capable of producing 98.5-99% purity concentrate via flotation alone, with a reported 15.5-year mine life at steady-state 236 ktpa output. Ryzon's 2022 BFS reports a post-tax NPV10 of US$1.2B and 51% IRR, implying an ~11x value multiple versus consideration, though these historical estimates under JORC 2012 are not independently verified by Sow Good and differ from S-K 1300 standards. Post-closing, Sow Good plans to reposition as a critical minerals and battery anode developer while retaining its consumer business as a separate segment, with intentions to commission an independent S-K 1300 technical report. The deal requires Sow Good stockholder approval and Tanzanian regulatory clearances, with an Information Statement to be filed with the SEC. Graphite's status as a critical mineral across U.S., EU, and other jurisdictions underscores the strategic pivot amid Western supply chain diversification from China.