Mr. Young Bann reports

EAT & BEYOND ANNOUNCES SIGNING OF AGREEMENT FOR ACQUISITION OF 50% OF GOLDBLOOM ENTERPRISES INC.

Eat & Beyond Global Holdings Inc. has entered into a securities exchange agreement dated June 20, 2023, which sets out the terms and conditions for the acquisition by the company of 50 per cent of the issued and outstanding shares and 100 per cent of the outstanding warrants in the capital of Goldbloom Enterprises Inc. in exchange for securities of Eat & Beyond.

Pursuant to the terms of the definitive agreement, the material terms of the transaction are as follows:

• In consideration for the transaction and on closing thereof, Eat & Beyond will issue an aggregate of six million common shares of Eat & Beyond to Goldbloom shareholders at a deemed price of 10 cents per payment share and will issue six million common share purchase warrants;
• Each replacement warrant permits the holder thereof to acquire one common share in the capital of Eat & Beyond at a price equal to the exercise price of the original warrant surrendered for cancellation, and the expiration date for each replacement warrant will be the same date as the expiration date of such original warrant; and
• 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 no change in management or the board of directors of Eat & Beyond is being contemplated at this time. The definitive agreement contemplates other material conditions precedent to the closing of the transaction, including compliance with all applicable regulatory requirements, and receipt of all necessary regulatory, corporate, third party, board and shareholder approvals being obtained, including the approval of the Canadian Securities Exchange. There can be no assurance that the transaction will be completed as proposed, or at all.

About Goldbloom Enterprises Inc.

Goldbloom is a private company existing under the laws of the Province of Ontario. Goldbloom is poised to become an industry leader in the black soldier fly larvae (BSFL) sector. The BSFL are becoming a recognized source of sustainably produced protein. Using upcycled materials, the BSFL is suitably being used to: feed livestock and aquaculture, as a raw material in the pet food and treats industry, and in cosmetics and pharmaceutical production, all while creating a byproduct of naturally fertilized soil. With a world-class team of insect specialists, led by a top entomologist and a chief executive officer with over 30 years in the pet food industry, Goldbloom plans to capture this rapidly growing marketplace. Goldbloom has corporate offices in Toronto, Canada, and a 20,000-square-foot grow facility near Guelph, Canada.

About Eat & Beyond Global Holdings Inc.

Eat & Beyond is an investment issuer that identifies and makes equity investments in global companies that are developing and commercializing innovative food tech and sustainability. Led by a team of 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 and sustainability sectors, and access companies that are leading the charge toward a smarter, more secure food supply.

We seek Safe Harbor.