Eshbal Acquires Gluten Free Nation

TSXV: ESBL

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Feb. 6, 2026 /CNW/ - Eshbal Functional Food Inc. (TSXV: ESBL) ("Eshbal" or the "Company") is pleased to announce that it has acquired the business of Gluten Free Nation ("GFN"), a Houston-based producer of premium gluten-free baked goods.

Founded by Randi Markowitz, known as The Gluten Free Guru, Gluten Free Nation is dedicated to delivering exceptional taste, texture, and quality for the gluten-free community. GFN was built on a mission to create safe, certified gluten-free products that never compromise on flavor, and offers wide range of breads, rolls, muffins, and sweet baked goods, available nationwide through retail, foodservice, and e-commerce channels.

The acquisition of the business of GFN was made pursuant to a bill of sale and assignment agreement (the "Bill of Sale") among Starcall Broadcasting LLC, doing business as GFN ("Starcall"), the Company and Eshbal USA Inc. (the "Eshbal USA"). Pursuant to the Bill of Sale, Eshbal USA will acquire the assets of Starcall used in the business GFN for the aggregate acquisition cost of US$736,424.58, with US$236,424.58 paid in cash and US$500,000 paid by the issuance of 3,846,154 common shares of the Company (the "Eshbal Shares") issued at the deemed price of US$0.13 (CAD$0.18) per Eshbal Share.

The Bill of Sale provides that Starcall may receive additional compensation upon the achievement of certain milestones.

MILESTONES AND MILESTONE PERIODS	MILESTONE PAYMENTS
Eshbal USA achieving gross revenues from the sales of GFN products during the 2026 calendar year in an amount equal to or greater than US$2,000,000, as determined on a date no later than 120 days' after the applicable year end (the "Milestone Calculation Date")	US$200,000 in cash, plus that number of Eshbal Shares equal to US$700,000 divided by the greater of i) the closing market price of Eshbal Shares on the TSX Venture Exchange (the "TSXV") on the day prior to the applicable Milestone Calculation Date and ii) US$0.10 (CAD$0.14)
Eshbal USA achieving gross revenues from the sales of GFN products during the 2027 calendar year in an amount equal to or greater than US$3,000,000, as determined on the Milestone Calculation Date.	US$250,000 in cash, plus that number of 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 applicable Milestone Calculation Date and ii) US$0.10 (CAD$0.14).

The Transaction is an arm's length transaction for the purposes of the policies of the TSXV. No finder's fees are payable in connection with the Transaction. The Transaction is subject to approval by the TSXV. All securities issued in connection with the Transaction are subject to a statutory hold period of four months and one day from the date of issuance pursuant to National Instrument 45-106 - Prospectus Exemptions.

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.

About Eshbal Functional Food

Eshbal Functional Food is an innovative and profitable food-tech company with over 300 SKUs in the gluten-free and "Better for You" categories. Eshbal generated more than USD $11 million in revenue in 2024 and is seeking to consolidate companies in the artisanal, gluten-free market.

To learn more, visit: Eshbal.com  

Disclaimers:

Neither the TSX Venture Exchange Inc., nor its Regulation Servicer provider accepts responsibility for the adequacy or accuracy of this release.

This press release contains "forward-looking statements" within the meaning of the securities laws. Words such as "expects" "anticipates", "intends", "plans", "believes", "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements in this press release relate to future revenue and the attainment of certain financial milestones and the Company's expansion plans. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward- looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time at sedarplus.ca. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward- looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. The Company is not responsible for the contents of third-party websites.

SOURCE Eshbal Functional Foods Inc

For further information contact: Jeff Walker, Vice President - The Howard Group Inc., [email protected], 403-221-0915, 1-888-221-0915; Tomer Bar Meir, CEO, Anat Shuhami, Head of Investor Communications, [email protected], Eshbal.com