NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, Jan. 31, 2025 (GLOBE NEWSWIRE) — Eat & Beyond Global Holdings Inc. (CSE: EATS) (OTCPK: EATBF) (FSE: 988) (“Eat & Beyond” or the “Company”), an investment issuer focused on the global plant-based and alternative protein sector, is pleased to announce that the Company has entered into a securities exchange agreement dated January 31, 2025 (the “Definitive Agreement”), which sets out the terms and conditions for the acquisition by the Company of 100% of the issued and outstanding shares and 100% of the outstanding warrants in the capital of Milo Media Technologies Inc. (“Milo Media”) in exchange for securities of Eat & Beyond (the “Transaction”).
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 15,000,000 common shares of Eat & Beyond (the “Payment Shares”) to Milo Media shareholders at a deemed price of $0.185 per Payment Share and will issue 15,000,000 common share purchase warrants (“Replacement Warrants”);
- Each Replacement Warrant will permit the holder thereof to acquire one common share in the capital of Eat & Beyond at the price of $0.05 per share for a period of 24 months from the date of issuance (being the same exercise price and expiration of the original warrants surrendered for cancellation); and
- There is no hold period for the Payment Shares or the Replacement Warrants pursuant to applicable securities laws.
The Transaction is an arms-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. No finder’s fees are expected to be paid in connection with the Transaction.
About Milo Media
Milo Media is a private company existing under the laws of the Province of British Columbia. Milo Media has developed cutting-edge financial infrastructure technology designed to seamlessly integrate digital assets with traditional financial networks. Its intellectual property includes:
- Advanced Order Routing Software – A dynamic system that optimizes payment pathways on-chain and across the Interledger Protocol (ILP) to maximize liquidity efficiency.
- Scalable Infrastructure – A modular architecture designed to handle high transaction volumes, enabling financial institutions to interact with the XRP ledger (XRPL) and other blockchain networks effortlessly.
- Liquidity Provisioning & Automated Market Making (AMM) – Proprietary technology that enhances liquidity access within on-chain and ILP networks, ensuring efficient transaction execution.
- Compliance & Security Framework – A regulatory framework designed to align with Know-Your-Customer (KYC) and Anti-Money Laundering (AML) requirements and help facilitate adherence to jurisdictional standards.
Strategic Significance of the Acquisition
The acquisition of Milo Media is intended to provide Eat & Beyond with a first-mover advantage as the first publicly traded company – to the best of the Company’s knowledge – to actively participate in the XRPL ecosystem. Milo Media’s financial infrastructure solutions are expected to enable Eat & Beyond to acquire Ripple (XRP) through active participation on the XRP network, akin to how Bitcoin miners earn Bitcoin. This unique model is expected to position Eat & Beyond to generate value directly from the network’s growth and adoption.
“By acquiring Milo Media, Eat & Beyond is hopes to strategically position itself at the forefront of blockchain-powered financial infrastructure,” said Young Bann, CEO of Eat & Beyond. “This move is expected to cement our role as early adopters in the digital asset space, providing shareholders with exposure to the XRPL and Ripple while actively contributing to its expansion.”
About Eat & Beyond
Eat & Beyond is an investment issuer that identifies and makes equity investments in global companies that are developing and commercializing innovative food tech, sustainability and technology. Led by a team of industry experts, Eat & Beyond provides retail investors with the unique opportunity to participate in the growth of a broad cross-section of opportunities in the alternative food, sustainability and technology sectors.
Learn more: https://eatandbeyond.com/
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release and has neither approved nor disapproved the contents of this press release.
For further information: For further information, please contact Young Bann, CEO, [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
Caution Regarding Forward-Looking Information
This press release includes certain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements herein, other than statements of historical fact, constitute forward-looking information. Forward-looking information is frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved.
Forward-looking information in this press release includes, but is not limited to, statements relating to the Company’s business plans and expected future growth, the completion of the Transaction on the terms described herein or at all, the expected benefits of the Transaction, the Company’s future cryptocurrency plans and strategies, the Company’s proposed strategic expansion and growth strategies, the Company’s ability to provide investors with exposure to digital assets, the potential success of the Company’s business and its brand, the growth of XRP and other digital assets and the mainstream adoption of various cryptocurrencies. Forward-looking information reflects the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, technical, economic, and competitive uncertainties and contingencies, including the speculative nature of cryptocurrencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, without limitation, the Company’s ability to execute on its business plans; the Company’s ability to raise debt or equity through future financing activities; the Company’s ability to increase its business in cryptocurrency-based technologies; any adverse changes and developments regarding XRP, XRPL or the cryptocurrency ecosystem; the growth and development of decentralized finance and the digital asset sector; any new rules and regulations with respect to decentralized finance and digital assets; the inherent volatility in the prices of certain cryptocurrencies including XRP; increasing competition in the crypto and blockchain industries; general economic, political and social uncertainties in Canada and the United States; currency exchange rates and interest rates; the limited resources of the Company; the Company’s reliance on the expertise and judgment of senior management and the Company’s ability to attract and retain key personnel; the speculative nature of cryptocurrencies in general; and the Company’s ability to continue as a going concern.
There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.
