Mr. Michael Aucoin reports

EAT & BEYOND COMPLETES THE ACQUISITION OF 50 per cent SHARES OF PURPOSE ESG HOLDINGS INC.

Further to the news release of April 26, 2023, Eat & Beyond Global Holdings Inc. has completed the acquisition of 50 per cent of the issued and outstanding securities in the capital of Purpose ESG Holdings Inc. pursuant to the terms and conditions of a securities exchange agreement dated April 26, 2023, among the company, Purpose ESG, and the shareholders and warrantholders of Purpose ESG.

Transaction terms

Pursuant to the terms of the definitive agreement and in consideration for 50 per cent of the issued and outstanding securities in the capital of Purpose ESG, Eat & Beyond has issued an aggregate of 6,176,250 common shares of Eat & Beyond to Purpose ESG shareholders at a deemed price of 25 cents per payment share and issued 3,796,870 common share purchase warrants. Each replacement warrant permits the holder thereof to acquire one common share in the capital of Eat & Beyond at 10 cents per share, which is the same exercise price of the original warrant surrendered for cancellation and the expiration date for each replacement warrant is the same date as the expiration date of such original warrant, being 24 months from the date of issuance of the original warrant. There is no hold period for the payment shares or the replacement warrants pursuant to applicable securities laws.

The transaction is an arm's-length transaction, and there is no change in management or the board of directors of Eat & Beyond.

About Purpose ESG Holdings Inc.

Purpose ESG is a private company existing under the laws of the Province of British Columbia and an investment issuer with a portfolio focused on environmental, social and governance (ESG) outcomes, with a focus on electrification, food technology, hydrogen power, carbon capture and technologies supporting the circular economy. Purpose ESG provides its investors with the opportunity to participate in the growth of a portfolio of breakthrough technologies and value chain solutions with market leadership potential. Purpose ESG works closely with its portfolio companies to drive their growth and success, ultimately working to build a smarter, cleaner and more sustainable future.

About Eat & Beyond Global Holdings Inc.

Eat & Beyond is an investment issuer that makes it easy to invest in the future of food. Eat & Beyond identifies and makes equity investments in global companies that are developing and commercializing innovative food technology, as well as plant-based and alternative food products. Led by a team of food industry experts, Eat & Beyond is the first issuer of its kind in Canada, providing retail investors with the unique opportunity to participate in the growth of a broad cross-section of opportunities in the alternative food sector, and invest in companies that are leading the charge toward a smarter, more secure food supply.