Mr. Tomer Bar-Meir reports

ESHBAL AMENDS DEFINITIVE AGREEMENT WITH DARE TO BE DIFFERENT

Further to the news releases dated July 15, 2025, and Nov. 13, 2025, Eshbal Functional Food Inc. has entered into an amending agreement to amend the terms of the definitive share purchase agreement with Dare to be Different Foods Inc., a United States-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.

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 $360,000 (U.S.), which will be paid by the issuance of 2.4 million common shares of Eshbal at a deemed issue price of 15 U.S. cents (21 Canadian cents) 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) 11 U.S. cents (16 Canadian cents).

The transaction is expected to close on or about Jan. 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.

About Eshbal Functional Food Inc.

Eshbal Functional Food is an innovative and profitable foodtech company with over 300 SKUs in the gluten-free and better for you categories. Eshbal generated more than $11-million (U.S.) in revenue in 2024 and is seeking to consolidate companies in the artisanal, gluten-free market.

We seek Safe Harbor.