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Digital Asset Technologies Inc. — M&A Activity 2025
May 7, 2025
47900_rns_2025-05-07_6ab0ad30-a234-41f7-91d2-9ba68867d3d3.pdf
M&A Activity
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Form 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Eat & Beyond Global Holdings Inc. (“Eat & Beyond” the “Company”)
1060 - 1055 W Hastings Street
Vancouver, BC V6E 2E9
Item 2. Date of Material Change
May 6, 2025.
Item 3. News Release
News Release dated May 7, 2025 was disseminated via Executive Business Services Inc. and filed on SEDAR+ on May 7, 2025.
Item 4. Summary of Material Change
The Company has completed the acquisition of all of the issued and outstanding shares in the capital of Milo Media Technologies Inc. The Company has also entered into Market Service Agreements.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
Further to the Company’s news releases dated January 31, 2025, the Company has completed the acquisition of 100% of the issued and outstanding common shares in the capital of Milo Media Technologies Inc. (“Milo Media”) in exchange for securities of Eat & Beyond pursuant to the terms and conditions of a securities exchange agreement dated January 31, 2025 (the “Definitive Agreement”) among the Company, Milo Media, the shareholders and the warrant holders of Milo Media (the “Transaction”).
Transaction Terms
Pursuant to the terms of the Definitive Agreement and in consideration for 100% of the issued and outstanding shares, Eat & Beyond has issued an aggregate of 15,000,000 common shares of Eat & Beyond (the “Payment Shares”) to Milo shareholders at a deemed price of $0.185 per Payment Share and issued 15,000,000 common share purchase warrants (the “Replacement Warrants”) as consideration for the disposition of all of the warrants of Milo (the “Milo Warrants”). Each Replacement Warrant permits the holder thereof to acquire one common share in the capital of Eat & Beyond (a “Share”) at a price of $0.075 per Share on or before January 30,
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2025, the same exercise price and expiry date of the original Milo Warrants surrendered for cancellation.
There is no statutory hold period for the Payment Shares or the Replacement Warrants pursuant to applicable securities laws, however, the Payment Shares are subject to voluntary hold periods as follows: 10% of the Payment Shares will become freely tradable upon the Company filing a Business Acquisition Report for the Transaction (the “BAR”), and the remaining 90% of the Payment Shares will be subject to a hold period expiring four months after the BAR is filed.
The Transaction is an arms-length transaction and there is no change in management or the Board of Directors of Eat & Beyond.
Strategic Significance of the Acquisition
The acquisition of Milo Media has provided 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.
About Milo Media
Milo Media is a private company existing under the laws of the Province of British Columbia. Following the closing of the Transaction, Milo Media Technologies will now operate under the trade name Liquid Link and is proud to unveil its new home at www.liquidlink.ai.
Introducing Liquid Link: Built for the Web3 Era
Liquid Link is developing Xrpfy, a next-generation discovery and analytics platform purpose-built for the XRP Ledger (XRPL). Designed for client-side transitions and as a self-custody-first interface, Xrpfy enables users to:
- Search for real-world assets (RWAs), stablecoins, and the full spectrum of Web3 tokens on the XRPL ledger.
- Discover the least-cost trading routes and identify arbitrage opportunities across the XRPL decentralized exchange (DEX).
- Navigate the XRPL with no middlemen — Liquid Link does not facilitate trades or custody funds, but instead empowers users with powerful analytics and user-friendly tools.
Future versions of the platform may incorporate AI agent capabilities, providing even smarter, faster ways to interact with the XRPL.
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Expanding Beyond XRPL
While Liquid Link is laser-focused on unleashing the full potential of the XRP Ledger, it is also charting a bold multi-chain future. The company plans to build and support tools for emerging Bitcoin Layer 2 ecosystems, including:
- The Lightning Network
- Liquid Network
- RGB
- Taproot Assets
Additionally, support for Axelar and the broader Web3 ecosystem is being actively considered, with timelines to be determined.
These integrations will enable enterprise-grade adoption of RWAs, stablecoins, and Web3 applications across the decentralized economy.
The Opportunity Ahead
The global market for tokenized assets — from real estate to carbon credits, commodities to currencies — is projected to exceed $16 trillion by 2030, according to a report by Boston Consulting Group and ADDX¹. With its ultra-fast, low-cost transaction environment, the XRP Ledger is uniquely positioned to lead this revolution.
Liquid Link’s Xrpfy platform is built to be the gateway to this future.
By combining intelligent search, seamless discovery, and powerful routing tools, Xrpfy will give individuals and businesses the tools they need to build, trade, and scale confidently in the Web3 economy.
Launch Timeline
The Xrpfy platform is currently in active development and is scheduled to launch by the end of Q2 2025.
Join the Movement
For updates, partnerships, and early access to Xrpfy, visit www.liquidlink.ai and follow us on social media.
¹ BCG & ADDX Report: “Relevance of On-Chain Asset Tokenization in ‘Traditional Finance’” — Boston Consulting Group, 2022
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Marketing Agreements
The Company has also announced the following marketing service agreements. The Company's engagement of the service providers is intended to improve the Company's visibility and prominence in the capital markets.
On May 1, 2025, the Company entered into a marketing agreement with an arm’s length firm, Senergy Communications Capital Inc. ("Senergy"). Senergy has agreed to provide content development and digital marketing services. The agreement will remain in effect for one month with the option to renew. The Company has agreed to pay an aggregate cash fee of $150,000, plus applicable taxes. Senergy does not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest. Senergy's business is located at 122 Mainland Street (Suite 228) Vancouver, BC, V6B-5L1. The contact person is Aleem Fidai, email: [email protected].
On May 1, 2025, the Company has entered into a marketing agency agreement (the “Marketing Agreement”) with an arm’s length firm, Global One Media Limited (“Global One”) to provide, among other things, social media management, marketing and distribution services to the Company. The Marketing Agreement has an initial term of six months, and the Company will pay Global One a monthly retainer fee of US$4,500. Global One Media does not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest. Global One's business is located 100 Tras Street #16-01, 100 AM Singapore, 079027. The contact person is Bastien Boulay, email: [email protected].
On May 1, 2025, the Company has entered into a marketing consultant agreement with an arm’s length firm, Bergskogar Limited (“Bergskogar”) to provide marketing services to the Company. The agreement commences May 1, 2025 and continues to April 30, 2026, except if terminated or extended by mutual written agreement. The Company will pay Bergskogar an aggregate cash fee of EUR 75,000. Bergskogar does not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest. Bergkogar's business is located 1203, 12/F, Tower 3, 33 Canton Road, Tsimshatsui, Hong Kong. The contact person is Paul Druce, tel: +44 20 3290 3801.
The Company has engaged with an arm’s length firm, Aktien Check (“Aktien”) to provide European marketing awareness services to the Company. Aktien will provide its services for a period of three months commencing on May 1, 2025 and ending on July 31, 2025. The Company will pay Aktien a cash fee of EUR 50,000. Aktien does not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest. Aktien's business is located at Bad Marienberg, Rheinland-Pfalz, Germany. The contact person is Mr. Stefan Lindam, email: [email protected]
5.2 Disclosure for Restructuring Transactions
Not applicable.
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Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officers
The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:
Young Bann, Chief Executive Officer
Telephone: (604) 416-4099
Item 9. Date of Report
DATED at Vancouver, BC, this 7th day of May, 2025.
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