Eshbal amends Dare to be Different deal

Executive Summary

• Eshbal Functional Food Inc. has entered into an amending agreement to modify the terms of its definitive share purchase agreement with Dare to be Different Foods Inc. (D2BD), specifically to acquire additional assets held by D2BD's managing director, Marvin Jemal.
• The acquisition of these additional assets carries an aggregate cost of $360,000 USD, to be settled via the issuance of 2.4 million common shares of Eshbal.
• The transaction includes a performance milestone component where future shares will be issued at a price determined by the greater of the preceding day's closing TSX Venture Exchange price or 11 U.S. cents.

Key Details

• Transaction Structure: Amending agreement to the definitive share purchase agreement for a majority interest in D2BD.
• Target/Counterparties: Dare to be Different Foods Inc. (U.S.-based, specializing in gluten-free, vegetable-forward products) and Marvin Jemal (Managing Director of D2BD).
• Additional Asset Acquisition: Eshbal acquires certain additional assets related to the D2BD business held by Marvin Jemal.
• Consideration for Additional Assets:
  • Aggregate acquisition cost: $360,000 USD.
  • Payment method: Issuance of 2.4 million common shares of Eshbal.
  • Deemed issue price: 15 U.S. cents (21 Canadian cents) per share.
• Performance Milestone Terms:
  • Shares issued upon attainment of performance milestones will be priced at the greater of:
    1. The closing trading price of Eshbal shares on the TSX Venture Exchange on the day immediately preceding the announcement of audited annual consolidated financial statements for the applicable year-end.
    2. 11 U.S. cents (16 Canadian cents).
• Closing Date: Expected on or about January 15, 2026.
• Regulatory/Compliance: Shares issued under prospectus exemptions pursuant to National Instrument 45-106; subject to a statutory hold period of four months and one day from issuance.
• Company Context: Eshbal is a foodtech company with over 300 SKUs in gluten-free and "better for you" categories, generating over $11 million USD in revenue in 2024.

Notable Quotes

• None provided in the text.