Eshbal Acquires Gluten Free Nation

Executive Summary

• Eshbal Functional Food Inc. has acquired the business and assets of Gluten Free Nation (GFN) for a total consideration of US $736,424.58.
• The purchase price consists of US $236,424.58 in cash and the issuance of 3,846,154 common shares of Eshbal at a deemed price of US $0.13 per share (CAD $0.18).
• Additional milestone‑based payments may be triggered if GFN’s gross revenues reach specified thresholds in 2026 and 2027, providing up to US $450,000 in cash and additional Eshbal shares.

Key Details

• Acquisition Structure: Bill of Sale between Starcall Broadcasting LLC (doing business as GFN), Eshbal Functional Food Inc., and Eshbal USA Inc.
• Cash Component: US $236,424.58 paid at closing.
• Equity Component: 3,846,154 Eshbal common shares issued at a deemed price of US $0.13 (CAD $0.18) per share.
• Milestone Payments – 2026:
• If GFN generates ≥ US $2,000,000 gross revenue in calendar year 2026, Starcall receives US $200,000 cash plus Eshbal shares equal to US $700,000 divided by the greater of (i) the closing market price of Eshbal shares on the TSXV on the day prior to the Milestone Calculation Date or (ii) US $0.10 (CAD $0.14).
• Milestone Payments – 2027:
• If GFN generates ≥ US $3,000,000 gross revenue in calendar year 2027, Starcall receives US $250,000 cash plus Eshbal shares equal to US $900,000 divided by the greater of (i) the closing market price of Eshbal shares on the TSXV on the day prior to the Milestone Calculation Date or (ii) US $0.10 (CAD $0.14).
• Regulatory Notes: Transaction is arm’s‑length and subject to TSXV approval; issued securities are subject to a statutory hold period of four months and one day under NI 45‑106. No U.S. registration; securities may not be offered or sold in the United States.
• Company Background (brief): Eshbal Functional Food reports > US $11 million revenue in 2024 and operates over 300 SKUs in gluten‑free and “better‑for‑you” categories, seeking further consolidation in the artisanal gluten‑free market.

Notable Quotes

• No direct quotes were included in the release.