Eshbal Acquires a 55% Interest in Dare to Be Different Foods

Executive Summary

• Eshbal Functional Food Inc. closed the acquisition of a 55 % equity stake and related assets of Dare to be Different Foods (D2BD).
• Consideration consisted of 3,600,000 Eshbal common shares at CAD 0.21 per share (≈ CAD 756,000 / US 540,000) plus cash payments totaling US 248,000 (US 26,000 paid at closing; the remainder payable in monthly installments over 12 months).
• The transaction qualifies as an “Expedited Acquisition” under TSXV Policy 5.3 and was accepted for filing by the TSX Venture Exchange.

Key Details

• Equity Issuance: 3,600,000 Eshbal common shares issued at a deemed price of CAD 0.21 per share (US 0.15), representing an aggregate value of CAD 756,000 (US 540,000).
• Cash Consideration: Total cash payable US 248,000; US 26,000 paid at closing; minimum US 18,500 to be paid in monthly installments over the next 12 months.
• Hold Period: Shares subject to a statutory hold period of four months and one day from issuance under NI 45‑106 prospectus exemptions.
• Regulatory Status: Transaction deemed arm’s‑length for TSXV policies; no finder’s fees incurred; qualified as an “Expedited Acquisition” per TSXV Policy 5.3.
• U.S. Securities Restrictions: Issued securities are not registered under the U.S. Securities Act and may not be offered or sold to U.S. persons without exemption.
• Company Background (context): Eshbal reported > US 11 million revenue in 2024 and is pursuing consolidation of artisanal, gluten‑free businesses.

Notable Quotes

(No direct quotes were provided in the release.)