Eshbal Amends Definitive Agreement with Dare to Be Different

Executive Summary

• Eshbal Functional Food Inc. entered into an Amending Agreement to modify its definitive share purchase agreement with Dare to be Different Foods (D2BD), adding additional assets to the transaction.
• The amendment includes the acquisition of assets from Marvin Jemal for US $360,000, paid by issuing 2,400,000 Eshbal common shares at a deemed price of US $0.15 per share.
• The Transaction is expected to close on or about January 15, 2026, and includes performance‑based share issuances priced at the greater of the prior day’s TSX‑V closing price or US $0.11 per share.

Key Details

• Amending Agreement Purpose: To amend terms of the original definitive share purchase agreement and acquire additional D2BD assets.
• Acquisition Cost: US $360,000 payable in Eshbal common shares.
• Share Issuance for Purchase: 2,400,000 Eshbal Shares at a deemed issue price of US $0.15 (CAD $0.21) per share.
• Performance Milestone Shares: Any additional shares issued upon meeting milestones will be priced at the greater of:
  1. Closing trading price of Eshbal Shares on TSX‑V on the day before the announcement of audited annual consolidated financial statements, or
  2. US $0.11 (CAD $0.16) per share.
• Closing Date: Expected on or about January 15, 2026.
• Prospectus Exemptions: All shares issued are under NI 45‑106 prospectus exemptions with a statutory hold period of four months and one day.
• U.S. Securities Restrictions: Shares are not registered in the United States and may not be offered or sold to U.S. persons without registration or an applicable exemption.

Notable Quotes

(No direct quotes were provided in the release.)