Mr. Tomer Bar Meir reports

ESHBAL ACQUIRES GLUTEN FREE NATION

Eshbal Functional Food Inc. has acquired the business of Gluten Free Nation (GFN), a Houston-based producer of premium gluten-free baked goods.

Founded by Randi Markowitz, known as The Gluten Free Guru, Gluten Free Nation is dedicated to delivering exceptional taste, texture and quality for the gluten-free community. GFN was built on a mission to create safe, certified gluten-free products that never compromise on flavour, and offers wide range of breads, rolls, muffins and sweet baked goods, available nationwide through retail, food-service and e-commerce channels.

The acquisition of the business of GFN was made pursuant to a bill of sale and assignment agreement among Starcall Broadcasting LLC, doing business as GFN, the company and Eshbal USA Inc. Pursuant to the bill of sale, Eshbal USA will acquire the assets of Starcall used in the business GFN for the aggregate acquisition cost of $736,424.58 (U.S.), with $236,424.58 (U.S.) paid in cash and $500,000 (U.S.) paid by the issuance of 3,846,154 common shares of the company issued at the deemed price of 13 U.S. cents (18 cents) per Eshbal share.

The bill of sale provides that Starcall may receive additional compensation upon the achievement of certain milestones.

The transaction is an arm's-length transaction for the purposes of the policies of the TSX-V. No finders' fees are payable in connection with the transaction. The transaction is subject to approval by the TSX-V. All securities issued in connection with the transaction are subject to a statutory hold period of four months and one day from the date of issuance pursuant to National Instrument 45-106 -- Prospectus Exemptions.

About Eshbal Functional Food Inc.

Eshbal Functional Food is an innovative and profitable food-tech company with over 300 SKUs (stock-keeping units) 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.