Eshbal Signs Definitive Agreement to Acquire Majority Interest in NYC-Based Dare to Be Different Foods

Executive Summary

• Eshbal Functional Food Inc. entered into a definitive Share Purchase Agreement to acquire a 55% equity stake in U.S.-based Dare to Be Different Foods, expanding its North American footprint and adding D2BD’s gluten‑free product line and Walmart distribution.
• The transaction consists of a cash payment of US $248,000 for treasury shares and the issuance of 1,200,000 Eshbal common shares at US $0.15 each (CAD $0.21) for an additional US $180,000 of D2BD shares, with possible earn‑out share issuances tied to performance milestones.
• Closing is expected in early December 2025, subject to regulatory approvals and customary closing conditions; the deal does not assume any long‑term liabilities of D2BD.

Key Details

• Equity Acquired: 55% of D2BD (majority interest).
• Cash Consideration: US $248,000 paid at closing for treasury shares of D2BD.
• Share Consideration: 1,200,000 Eshbal common shares issued at US $0.15 per share (CAD $0.21) for US $180,000 of outstanding D2BD shares.
• Potential Additional Shares: Earn‑out issuance of further Eshbal shares if D2BD meets specified performance milestones within two years post‑closing.
• Payment Structure: Initial cash payment on closing; remaining cash payments to be made over a 12‑month period.
• Closing Timeline: Anticipated early December 2025, subject to:
• Execution of a consulting agreement with a key D2BD executive,
• Receipt of all required regulatory approvals (including TSX Venture Exchange),
• Satisfaction of representations, warranties, and covenants.
• Regulatory Notes: All Eshbal shares issued under NI 45‑106 prospectus exemptions; subject to a four‑month‑plus‑one‑day hold period. No U.S. securities registration; shares may not be offered or sold in the United States without exemption.
• No Assumption of Liabilities: Eshbal will not assume any long‑term liabilities of D2BD.
• Strategic Rationale: Enhances Eshbal’s access to synergistic product lines, retail distribution (500+ stores including Walmart NY), local production facilities, and an experienced U.S. management team; aligns with its “pure play” vehicle strategy to consolidate high‑quality artisanal gluten‑free brands.
• Company Background: Eshbal generated > US $11 million revenue in 2024 across 300+ SKUs in the gluten‑free and “better‑for‑you” categories.

Notable Quotes

• Marvin Jemal, Managing Director, D2BD: “Partnering with Eshbal opens the door to broader distribution, disciplined execution, as well as the resources to scale our most‑loved products.”
• Avi Markus, Chief Commercial Officer, Eshbal: “The USA is the largest gluten‑free market in the world… this acquisition strengthens our North American footprint with a like‑minded, high‑quality brand.”