Eat Well Investment Group Inc. (CSE: EWG) has closed a settlement of approximately $45 million in recorded obligations through the issuance of 7,339,218 Common Shares, the company announced on October 28, 2026. The settlement resolves both a long-standing net profits interest obligation owed to Kaha Foods LLC and accrued compensation owed to current and former officers, directors, and service providers. The transaction also involved a small cash payment and resulted in the cancellation of all net profits interest shares, fully extinguishing the recorded NPI obligation.

Key Points

  • Eat Well Investment Group Inc. (CSE: EWG | OTC Pink: EWGFF | FSE: 6BC0)
  • The company closed settlement of ~$45 million in recorded obligations via 7,339,218 Common Shares issued at a deemed price of $0.10 per share
  • 5,000,000 shares settled a $41,620,369 NPI obligation; 2,339,218 shares settled $3,341,739 in accrued compensation, plus $100,252 in cash
  • Investors may be watching how the share issuances affect the company's capital structure and balance sheet going forward

NPI Settlement With Kaha Foods LLC Extinguishes $41.6 Million Recorded Obligation

The largest component of the settlement involved the issuance of 5,000,000 Common Shares to Kaha Foods LLC, the registered and beneficial holder of Eat Well's net profits interest shares. These shares were issued at a deemed price of $0.10 each to settle a recorded obligation of $41,620,369. Upon closing, all net profits interest shares held by Kaha Foods LLC were cancelled, and the Recorded NPI Obligation was fully extinguished. The release states that the Settlement Agreement was dated September 25, 2026, and the transaction was first referenced in a company news release dated October 6, 2026.

Accrued Compensation Settled for Officers, Directors, and Service Providers

An additional 2,339,218 Common Shares were issued at a deemed price of $0.10 per share to settle $3,341,739 in accrued compensation, fees, and severance owed to certain current and former officers, directors, and service providers, with balances recorded as of June 30, 2026, and dating back to January 1, 2023. The company also agreed to pay $100,252 in cash to the settling parties as part of this portion of the settlement. Specific settlements were disclosed for CEO Daniel Brody, director Nick Grafton, and former CFO Patrick Dunn, along with a corporation controlled by Mr. Dunn.

Related Party Transaction Exemption Relied Upon Under MI 61-101

Because several settling parties are insiders of Eat Well Investment Group, the share issuances constitute a related party transaction under Multilateral Instrument 61-101. The company relied on exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 from formal valuation and minority shareholder approval requirements, on the basis that insider participation did not exceed 25% of the company's fair market capitalisation. All 7,339,218 Common Shares issued under the Settlement Agreement are subject to a statutory hold period of four months and one day from the date of issuance under applicable Canadian securities laws and CSE policies.