TSXV: ESBL

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC , Jan. 12, 2026 /CNW/ - Eshbal Functional Food Inc. (TSXV: ESBL) ("Eshbal" or the "Company") is pleased to announce that, further to its news releases dated July 15, 2025 and November 13, 2025, it has entered into an amending agreement (the "Amending Agreement") to amend the terms of the definitive share purchase agreement with Dare to be Different Foods, Inc. ("D2BD"), a U.S.-based company specializing in gluten-free, vegetable-forward food products, and the shareholders of D2BD pursuant to which Eshbal will acquire a majority interest in D2BD (the "Transaction").

Pursuant to the Amending Agreement, Eshbal has agreed to acquire certain additional assets related to the D2BD business held by Marvin Jemal, the managing director of D2BD, for an aggregate acquisition cost of US$360,000 which will be paid by the issuance of 2,400,000 common shares of Eshbal ("Eshbal Shares") at a deemed issue price of US$0.15 (CAD$0.21) per Eshbal Share.

The Amending Agreement also provides that any Eshbal Shares that may be issued upon the attainment of certain performance milestones will be issued at a per share price that is the greater of (i) the closing trading price of the Eshbal Shares on the TSX Venture Exchange on the day immediately preceding the announcement of the audited annual consolidated financial statements of Eshbal for the applicable year end, and (ii) US$0.11 (CAD$0.16).

The Transaction is expected to close on or about January 15, 2026.

All Eshbal Shares issued pursuant to the Transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 - Prospectus Exemptions and are subject to an applicable statutory hold period of four months and one day from the date of issuance.

The securities issued pursuant to the Transaction have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Eshbal Functional Food

Eshbal Functional Food is an innovative and profitable food-tech company with over 300 SKUs in the gluten-free and "Better for You" categories. Eshbal generated more than USD $11 million in revenue in 2024 and is seeking to consolidate companies in the artisanal, gluten-free market.

To learn more, visit: Eshbal.com

Disclaimers: Neither the TSX Venture Exchange Inc., nor its Regulation Servicer provider accepts responsibility for the adequacy or accuracy of this release.

This press release contains "forward-looking statements" within the meaning of the securities laws. Words such as "expects" "anticipates", "intends", "plans", "believes", "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements in this press release relate to the closing of the Transaction and future revenue and the Company's expansion plans. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward- looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time at sedarplus.ca. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward- looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. The Company is not responsible for the contents of third-party websites.

About Eshbal Functional Food
Eshbal Functional Food is an innovative and profitable food-tech company that focuses on the gluten-free and "Better for You" categories. Eshbal is pursuing a roll up strategy in the fragmented, artisanal gluten-free market to create a platform that delivers the scale needed by mainstream grocers. Its recent acquisition of Dare 2 be Different Foods gives the Company distribution in Walmart and 300+ other stores in Northeast USA.

To learn more, visit:  Eshbal.com   

Disclaimers:  
Neither the TSX Venture Exchange Inc., nor its Regulation Servicer provider accepts responsibility for the adequacy or accuracy of this release.

This press release contains "forward-looking statements" within the meaning of the securities laws. Words such as "expects" "anticipates", "intends", "plans", "believes", "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward- looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time at sedarplus.ca. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward- looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. The Company is not responsible for the contents of third-party websites.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States or elsewhere. These securities have not been, and will not be, registered in the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom

SOURCE Eshbal Functional Foods Inc