Eshbal signs LOI to acquire interest in Dare to Be

Executive Summary

• Eshbal Functional Food Inc. has signed a binding letter of intent to acquire a 55% majority interest in Dare to Be Different Foods (D2BD), a New York-based producer of low-carb, gluten-free, and natural-ingredient products.
• The acquisition consideration involves a combination of cash subscription for newly issued D2BD securities and the issuance of Eshbal shares to existing D2BD shareholders, with potential additional share issuances based on future revenue thresholds.
• Concurrently, Eshbal appointed Avi Markus as Chief Commercial Officer for North America to lead the company's commercial expansion in the region.

Key Details

• Transaction Structure: Binding Letter of Intent (LOI) effective July 3, 2025.
• Target: Dare to Be Different Foods (D2BD), based in New York.
• Asset Acquired: 55% interest in issued and outstanding securities of D2BD on a fully diluted basis.
• Target Business: Specializes in low-carb, gluten-free, and natural-ingredient products made from broccoli and cauliflower (crusts, crisps, gnocchi, etc.), sold via natural grocery chains and online platforms.
• Consideration:
  • Cash subscription by Eshbal for newly issued D2BD securities (proceeds paid to D2BD treasury).
  • Issuance of Eshbal shares to existing D2BD shareholders.
  • Potential additional Eshbal shares issuable if D2BD meets certain revenue thresholds.
• Valuation/Price Determination: Actual cash amounts and number of Eshbal shares to be determined after due diligence; Eshbal share issuance price to be set upon execution of the definitive agreement.
• Closing Conditions: Subject to entry into a definitive agreement, customary closing conditions, and approval from the TSX Venture Exchange.
• Arm's Length: Transaction is arm's length; no finders' fees are payable.
• Executive Appointment: Avi Markus appointed as Chief Commercial Officer (CCO) for North America.
• Executive Background: Markus has over 25 years of experience in consumer-packaged goods, previously serving as SVP North America -- Retail at Else Nutrition, partner at The Matzo Project, and holding roles at Unilever Canada and Shoppers Drug Mart. He holds an MBA from Schulich School of Business.
• Role Responsibilities: Lead commercial operations in North America, including sales, distribution, partnerships, and business development.

Notable Quotes

• "I am so pleased to be joining this unique team of creative professionals in the field of better-for-you nutrition," said Mr. Markus. "Eshbal is already a leading international player in healthier food solutions, and I look forward to introducing its products to leading retailers and food-service accounts across the U.S. and Canada."