BULLETIN V2025-1127
ESHBAL FUNCTIONAL FOOD INC. ("ESBL")
[formerly Hakken Capital Corp. ("HAKK.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change, Resume Trading
BULLETIN DATE: April 17, 2025
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Qualifying Transaction (the "Transaction") of Eshbal Functional Food Inc. (the "Company") described in its Amended and Restated Filing Statement dated March 26, 2025 (the "Filing Statement").
As a result, at the opening on April 22, 2025, the Hakken Capital Corp. will no longer be considered as a Capital Pool Company.
The Qualifying Transaction consisted of the arm's length acquisition all of the issued and outstanding participation units ("Eshbal Units") in the capital of Eshbal Functional Food (Agricultural Cooperative) Ltd. ("Eshbal") pursuant to the business combination agreement dated May 28, 2024 as amended on June 26, October 29, 2024, December 18, 2024, February 27, 2025, March 14, 2025 and March 28, 2025 (the "Business Combination Agreement"), subject to the one Eshbal Unit required to be issued pursuant to Israeli law to Eshbal Trading Ltd. (the "Eshbal Assignee"), an Israeli company controlled by Yuval Levy, a director of the Company, for the following consideration:
* 48,999,999 Common Shares in the capital of the Company ("Common Shares");
* 16,000,000 ("Performance Warrants"); and
* 3,241,238 financing linked shares receipts ("FLSRs").
Collectively, the Common Shares, Performance Warrants and FLSRs issued to the former holders of Eshbal Units were issued at a deemed price of $0.25 per share for aggregate deemed consideration of $17,060,309.25. Each Performance Warrant is exercisable into one Common Share without additional consideration, upon the achievement of certain financial milestones. In the event the Company completes an offering of equity securities of the Company before October 14, 2025 for aggregate net proceeds of $649,272.00 or greater, the financial milestones of the Performance Warrants shall be adjusted. Each FLSR shall be automatically convertible on October 14, 2025 for one Common Share, subject to adjustment in the event the Company completes additional equity financings before October 14, 2025.
In addition, the Company issued 1,000,000 Common Shares at a price of $0.25 per Common Share to Haywood Securities Inc. in connection with closing transaction for advisory services rendered in connection with the Transaction.
In connection with closing of the Transaction, the Company issued 2,000,000 Common Shares to a director of the Company, and his assignee, pursuant to a finder's fee agreement dated May 6, 2024 at a deemed price of $0.25 per Common Share (the "Finder's Fee Shares").
An aggregate of 49,619,047 Common Shares, 15,549,076 Performance Warrants and 3,149,891 FLSRs issued pursuant to the Qualifying Transaction are escrowed pursuant to an Exchange Tier 2 Value Escrow Agreement.
For additional information refer to the Company's press releases dated January 5, 2024, June 6, 2024, August 20, 2024, September 23, 2024, November 1, 2024, December 3, 2024, December 9, 2024, January 8, 2025, February 5, 2025, March 4, 2025, March 17, 2025, March 31, 2025, April 16, 2025 and its filing statement dated March 26, 2025 which is filed on SEDAR+.
In connection with the closing of the Transaction, the Company closed its previously announced non-brokered private placement (the "Concurrent Financing") of units of the Company (the "Units") at a price of $0.25 per Unit for aggregate gross proceeds of $1,044,500. Each Unit consists of one Common Share and one Common Share purchase warrant exercisable at a price of $0.40 until April 14, 2027.
In connection with the Concurrent Financing, the Company paid to certain finders, including Haywood Securities Inc., a cash fee of $63,665.00 and issued 254,660 broker warrants (the "Broker Warrants"). Each Broker Warrant is exercisable for one Common Share at the exercise price of $0.25 until April 14, 2027. Each Broker Warrant is exercisable for one Common Share at the exercise price of $0.25 until April 14, 2027.
Name Change
In connection with the Transaction, the name of the Company has also been changed from Hakken Capital Corp. to Eshbal Functional Food Inc. pursuant to a director's resolution dated March 21, 2025.
Resume Trading
Effective at the opening of business on Tuesday, April 22, 2025, the Common Shares of Eshbal Functional Food Inc. will commence trading on TSX Venture Exchange as a Tier 2 Industrial company.
Capitalization: Unlimited number of Common Shares with no par value of which 68,163,694 Common Shares are issued and outstanding.
Escrow: 49,619,047 Common Shares, 15,549,076 Performance Warrants and 3,149,891 FLSRs issued pursuant to the Qualifying Transaction are escrowed pursuant to an Exchange Tier 2 Value Escrow Agreement
48,999,999 Common Shares, 16,000,000 Performance Warrants and 3,241,238 FLSRs are subject to contractual escrow until such time as the Corporate Conversion of Eshbal to an Israeli limited liability company is completed.
Transfer Agent: TSX Trust Company
Trading Symbol: ESBL (NEW)
CUSIP Number: 295918106 (NEW)
The Exchange has been advised that the above transactions have been completed.
Company Contact: Tomer Bar-Meir, Chief Executive Officer
Company Address: Kibbutz Ma'anit 3785500, Israel
Company Phone Number: ISR: +972-506-787676
US: +1 (317) 350-4277
Company Fax: +972-4-6376367
Company e-mail address: info@eshbal.com
Company website address: https://eshbal.com/
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