Eshbal acquires Gluten Free Nation

Executive Summary

• Eshbal Functional Food Inc. has acquired the business assets of Gluten Free Nation (GFN), a Houston-based producer of premium gluten-free baked goods, through a bill of sale and assignment agreement.
• The total aggregate acquisition cost is $736,424.58 USD, structured as $236,424.58 USD in cash and $500,000 USD paid via the issuance of 3,846,154 common shares of Eshbal.
• The transaction is subject to TSX-V approval and includes potential additional milestone-based compensation for the seller, Starcall Broadcasting LLC.

Key Details

• Acquirer: Eshbal Functional Food Inc. (via subsidiary Eshbal USA Inc.).
• Target: Gluten Free Nation (GFN), operated by Starcall Broadcasting LLC.
• Target Business: Producer of premium gluten-free baked goods (breads, rolls, muffins, sweet baked goods) sold via retail, food-service, and e-commerce channels. Founded by Randi Markowitz.
• Total Consideration: $736,424.58 USD.
• Cash Component: $236,424.58 USD paid at closing.
• Equity Component: $500,000 USD paid by issuing 3,846,154 common shares of Eshbal.
• Share Price: Deemed price of $0.13 USD per share (noted as 18 cents in parentheses, likely referring to a different metric or previous valuation, but explicitly stated as 13 cents for the issuance).
• Milestone Payments: Starcall may receive additional compensation upon achieving certain milestones.
• Regulatory Status: Transaction is arm's-length under TSX-V policies; subject to TSX-V approval.
• Securities Restrictions: All issued securities are subject to a statutory hold period of four months and one day from issuance pursuant to National Instrument 45-106.
• Fees: No finders' fees payable.
• Strategic Context: Eshbal aims to consolidate companies in the artisanal, gluten-free market. Eshbal reported over $11 million USD in revenue for 2024 and holds over 300 SKUs.

Notable Quotes

• None provided in the text.