Boosh signs LOI to acquire licensee Tahoe Nutrition

• On May 12, 2026, Boosh Plant‑Based Brands signed a non‑binding letter of intent to acquire its exclusive U.S. licensee, Tahoe Nutrition LLC, including all assets, operations, and intellectual property.
• The vendor will receive approximately 50 % of Boosh’s fully diluted shares upon closing. A US$2.5 million convertible note will be issued to cover inventory/production costs; conversion mechanics remain to be determined.
• Tahoe will also receive a 5 % royalty on gross revenue from the acquired assets until cumulative payments hit US$3 million, then dropping to 2.5 %.
• The transaction is subject to due diligence, a definitive agreement, shareholder and CSE approval, revocation of the existing cease‑trade order (CTO), and resumption of trading.
• A week earlier, on May 5, Boosh announced it had hired Lancaster & David for pre‑audit work to file 2024, 2025, and 2026 financial statements concurrently and revoke the CTO. The same update disclosed US$2.18 million in orders processed by Tahoe under the U.S. National Schools Healthy Food Initiative, from which Boosh earns a 5 % royalty on cost of goods sold.

• The LOI represents a fundamental restructuring of a company that has been dormant and un‑tradeable due to a long‑standing CTO. Acquiring the licensee that already generates measurable U.S. school‑food revenue gives Boosh an operating business and a path back to a public listing.
• However, the consideration is enormously dilutive to existing holders. The vendor’s receipt of roughly 50 % of the fully diluted equity means the deal is effectively a reverse takeover; legacy shareholders would hold a significantly reduced stake in a combined entity that also carries a US$2.5 million convertible note and a multi‑million‑dollar royalty obligation.
• The transaction can only close if the CTO is lifted and several years of overdue financials are filed – tasks that have been outstanding since late 2023 and are not yet completed. Therefore, the news is a conditional promise of revival, not a done deal.
• While the announcement is genuinely new and unexpected, the material benefit still depends entirely on regulatory and financial housekeeping. For a company that was presumably worth little more than its shell, any viable path forward is a net positive, albeit one that heavily dilutes current equity.

Boosh Plant‑Based Brands Inc. is a plant‑based snack food company. Its products include roasted corn nuggets, chickpeas, sunflower kernels, pita chips, soft‑bite cookies, granola, and trail mix, marketed under the “better‑for‑you” category. The company’s U.S. expansion has been carried out through an exclusive licensee, Tahoe Nutrition LLC, which secured a five‑year supply contract with a U.S. summer school program that serves about 200,000 children weekly. Boosh itself has been under a cease‑trade order since late 2023 for failure to file financial statements, effectively rendering it a non‑operating public shell.