Mr. Tomer Bar Meir reports

ESHBAL ACQUIRES A 55% INTEREST IN DARE TO BE DIFFERENT FOODS

Further to the news releases dated July 15, 2025, Nov. 13, 2025, and Jan. 12, 2026, Eshbal Functional Food Inc. has closed the acquisition of a 55-per-cent interest in and certain assets related to the business of Dare to be Different Foods Inc., a United States-based company specializing in gluten-free, vegetable-forward food product.

The company acquired its 55-per-cent interest in D2BD and certain assets related to the business of D2BD by issuing an aggregate of 3.6 million common shares in the capital of Eshbal at the deemed issue price of 21 Canadian cents (15 U.S. cents) per share for an aggregate value of $756,000 (Canadian) ($540,000 (U.S.)), plus cash payments of an aggregate of $248,000 (U.S.), of which $26,000 (U.S.) was paid at closing and a minimum of $18,500 (U.S.) will be paid by monthly instalments over the next 12 months.

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 transaction is an arm's-length transaction for the purposes of policies of the TSX Venture Exchange. No finders' fees were payable in connection with the transaction. The transaction qualified as an expedited acquisition under TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets -- and was accepted for filing by the TSX-V.

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.