Eshbal closes purchase of 55% of Dare to be Different

Executive Summary

• Eshbal Functional Food Inc. has closed the acquisition of a 55% interest in Dare to be Different Foods Inc. (D2BD), a US-based company specializing in gluten-free, vegetable-forward food products.
• The transaction consideration consists of 3.6 million common shares of Eshbal valued at $756,000 CAD ($540,000 USD) plus $248,000 USD in cash payments.
• The acquisition is structured as an expedited acquisition under TSX-V Policy 5.3 and was accepted for filing by the TSX Venture Exchange.

Key Details

• Target Company: Dare to be Different Foods Inc. (D2BD), a United States-based company specializing in gluten-free, vegetable-forward food products.
• Interest Acquired: 55% interest in D2BD and certain assets related to its business.
• Equity Consideration: Aggregate of 3.6 million common shares in Eshbal Functional Food Inc.
• Share Valuation: Deemed issue price of 21 Canadian cents (15 U.S. cents) per share.
• Total Equity Value: $756,000 (Canadian) / $540,000 (U.S.).
• Cash Consideration: Aggregate of $248,000 (U.S.).
• Cash Payment Terms:
  • $26,000 (U.S.) paid at closing.
  • Minimum of $18,500 (U.S.) to be paid by monthly instalments over the next 12 months.
• Regulatory Status:
  • Shares issued under prospectus exemptions pursuant to National Instrument 45-106.
  • Subject to a statutory hold period of four months and one day from the date of issuance.
  • Arm's-length transaction for TSX Venture Exchange policies.
  • Qualified as an expedited acquisition under TSX-V Policy 5.3.
  • Accepted for filing by the TSX-V.
• Finders' Fees: None payable.
• Company Background: Eshbal Functional Food is described as an innovative and profitable foodtech company with over 300 SKUs in the gluten-free and better-for-you categories, generating more than $11-million (U.S.) in revenue in 2024.

Notable Quotes

• No direct quotes from executives were included in the provided text.