Mr. Tomer Bar Meir reports

ESHBAL SIGNS ADDITIONAL BINDING AGREEMENT AND STRENGTHENS U.S. LEADERSHIP TEAM

Eshbal Functional Food Inc. has discussed two strategic developments advancing its North American expansion:

• The signing of a binding letter of intent to acquire a majority interest in the United States-based Dare to Be Different Foods;
• The appointment of Avi Markus as chief commercial officer (North America).

Eshbal signs binding letter of intent with Dare to Be Different

Eshbal announces that it has entered into a binding letter of intent (the LOI), with an effective date of July 3, 2025, to acquire a 55-per-cent interest in the issued and outstanding securities, on a fully diluted basis, of Dare to Be Different Foods (D2BD), a New York-based company specializing in low-carb, gluten-free and natural-ingredient products made from broccoli and cauliflower. D2BD's product portfolio includes crusts, crisps, gnocchi and related items, sold under its branded line through natural grocery chains and on-line platforms.

The consideration for the acquisition shall consist of a combination of (i) a cash subscription by Eshbal for newly issued securities of D2BD, with the proceeds to be paid into the treasury of D2BD; and (ii) the issuance of shares in the capital of the company to the existing shareholders of D2BD. Together, these components represent the purchase price and will be payable upon closing of the acquisition. Additionally, and provided that D2BD obtains certain revenue thresholds, additional Eshbal shares may be issuable in the future. Closing of the acquisition is subject to the parties entering into a definitive agreement, which will include customary closing conditions. The actual amount of cash payments and number of Eshbal shares issuable shall be determined after completion of the due diligence process. The issuance price of Eshbal shares will be determined on the date of execution and announcement of the definitive agreement. The acquisition is subject to the approval of the TSX Venture Exchange.

The acquisition is considered arm's length, and no finders' fees are payable.

Avi Markus appointed chief commercial officer for North America

Eshbal is pleased to announce the appointment of Mr. Markus as its chief commercial officer (CCO) for North America. Mr. Markus brings over 25 years of experience in consumer-packaged goods and better-for-you food brands.

He previously served as senior vice-president, North America -- retail at Else Nutrition and is a partner at The Matzo Project. Earlier in his career, he co-founded and launched emerging food brands including Nourishtea and BEON Energems, and held senior brand management and marketing roles at Unilever Canada and Shoppers Drug Mart. His expertise spans grocery, drug, mass, club and food-service channels, with a strong record in e-commerce, DTC (direct-to-consumer) strategies and omnichannel growth. Mr. Markus also graduated with an MBA from Toronto's Schulich School of Business.

In his new role, Mr. Markus will lead commercial operations in North America, including sales, distribution, partnerships and business development.

"I am so pleased to be joining this unique team of creative professionals in the field of better-for-you nutrition," said Mr. Markus. "Eshbal is already a leading international player in healthier food solutions, and I look forward to introducing its products to leading retailers and food-service accounts across the U.S. and Canada."

About Eshbal Functional Food Inc.

Eshbal Functional Food is a developer and manufacturer of health-focused food and nutraceutical products. With extensive experience in food innovation, the company leverages proprietary R&D (research and development) and specialized production technologies to deliver gluten-free, vegan, low-carb, sugar-free and supplement-based solutions across a range of categories -- from baked goods and spreads to protein blends, cereals and dietary supplements.

Eshbal caters to a diverse mix of industrial, food service and retail clients in Israel and abroad, and is now actively scaling its presence across the North American market. This expansion follows the successful completion of a reverse takeover (RTO) with Hakken Capital Corp., through which Eshbal became a publicly listed company on the TSX Venture Exchange as of April 14, 2025.

Eshbal is committed to making a meaningful impact on personal wellness -- offering better choices for those seeking nutritious, innovative and accessible food solutions. The company's mission is to help people lead healthier lives by rethinking everyday food through science, purpose and passion.

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