Eshbal Signs Additional Binding Agreement and Strengthens U.S. Leadership Team

TSXV: ESBL

VANCOUVER, BC, July 15, 2025 /CNW/ - Eshbal Functional Food Inc. (TSXV: ESBL) ("Eshbal" or the "Company"), a developer of gluten-free and health-focused food products, is pleased to announce two strategic developments advancing its North American expansion:

1. The signing of a binding Letter of Intent to acquire a majority interest in the U.S.-based Dare to Be Different Foods company; and
2. The appointment of Avi Markus as Chief Commercial Officer (North America).

Eshbal Signs Binding Letter of Intent with Dare to Be Different

Eshbal announces that it has entered into a binding Letter of Intent (the "LOI"), with an effective date of July 3, 2025, to acquire a 55% interest (the "Interest") in the issued and outstanding securities, on a fully diluted basis (the "Acquisition"), of Dare to Be Different Foods ("D2BD"), a New York-based company specializing in low-carb, gluten-free, and natural-ingredient products made from broccoli and cauliflower. D2BD's product portfolio includes crusts, crisps, gnocchi, and related items, sold under its branded line through natural grocery chains and online platforms.

The consideration for the Acquisition shall consist of a combination of (i) a cash subscription by Eshbal for newly issued securities of D2BD, with the proceeds to be paid into the treasury of D2BD; and (ii) the issuance of shares in the capital of the Company ("Eshbal Shares") to the existing shareholders of D2BD. Together, these components represent the purchase price and will be payable upon closing of the Acquisition. Additionally, and provided that D2BD obtains certain revenue thresholds, additional Eshbal Shares may be issuable in the future. Closing of the Acquisition is subject to the parties entering into a definitive agreement, which will include customary closing conditions. The actual amount of cash payments and number of Eshbal Shares issuable shall be determined after completion of the due diligence process. The issuance price of Eshbal Shares will be determined on the date of execution and announcement of the definitive agreement. The Acquisition is subject to the approval of the TSX Venture Exchange.

The Acquisition is considered arm's length, and no finder's fees are payable.

Avi Markus Appointed Chief Commercial Officer for North America

Eshbal is pleased to announce the appointment of Avi Markus as its Chief Commercial Officer (CCO) for North America. Mr. Markus brings over 25 years of experience in consumer-packaged goods and "Better for You" food brands.

He previously served as SVP, North America – Retail at Else Nutrition and is a partner at The Matzo Project. Earlier in his career, he co-founded and launched emerging food brands including Nourishtea and BEON Energems, and held senior brand management and marketing roles at Unilever Canada and Shoppers Drug Mart. His expertise spans grocery, drug, mass, club, and foodservice channels, with a strong track record in e-commerce, DTC strategies, and omni-channel growth. Mr Markus also graduated with an MBA from Toronto's Schulich School of Business.

In his new role, Mr. Markus will lead commercial operations in North America, including sales, distribution, partnerships, and business development.

"I am so pleased to be joining this unique team of creative professionals in the field of Better-for-You nutrition," said Mr. Markus. "Eshbal is already a leading international player in healthier food solutions, and I look forward to introducing its products to leading retailers and foodservice accounts across the U.S. and Canada."

About Eshbal Functional Food

Eshbal Functional Food Inc. is a developer and manufacturer of health-focused food and nutraceutical products. With extensive experience in food innovation, the company leverages proprietary R&D and specialized production technologies to deliver Gluten-Free, Vegan, Low-Carb, Sugar-Free, and supplement-based solutions across a range of categories — from baked goods and spreads to protein blends, cereals, and dietary supplements.

Eshbal caters to a diverse mix of industrial, foodservice, and retail clients in Israel and abroad, and is now actively scaling its presence across the North American market. This expansion follows the successful completion of a reverse takeover (RTO) with Hakken Capital Corp., through which Eshbal became a publicly listed company on the TSX Venture Exchange as of April 14, 2025.

Eshbal is committed to making a meaningful impact on personal wellness — offering better choices for those seeking nutritious, innovative, and accessible food solutions. The Company's mission is to help people lead healthier lives by rethinking everyday food through science, purpose, and passion.

To learn more, visit: https://EshbalFoods.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 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 providedas 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.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States or elsewhere. These securities have not been, and will not be, registered in the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

SOURCE Eshbal Functional Foods Inc

For further information, please contact: Tomer Bar Meir, CEO, Anat Shuhami, Head of Investor Communications, [email protected], [phone], http://www.eshbalfoods.com/