Eshbal Amends Definitive Agreement with Dare to Be Different

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.

For the full press release, click here.