TSXV: ESBL
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Feb. 10, 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, November 13, 2025 and January 12, 2026, it has closed the acquisition of a 55% interest in and certain assets related to the business of Dare to be Different Foods, Inc. ("D2BD"), a U.S.-based company specializing in gluten-free, vegetable-forward food product (the "Transaction").
The Company acquired its 55% interest in D2BD and certain assets related to the business of D2BD by issuing an aggregate of 3,600,000 common shares in the capital of Eshbal (the "Shares") at the deemed issue price of CAD$0.21 (US$0.15) per Share for an aggregate value of CAD$756,000 (US$540,000), plus cash payments of an aggregate of US$248,000 of which US$26,000 was paid at closing and minimum of US$18,500 will be paid by monthly installments over the next 12 months.
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 Transaction is an arm's length transaction for the purposes of policies of the TSX Venture Exchange (the "TSXV"). No finder's fees were payable in connection with the Transaction. The Transaction qualified as an "Expedited Acquisition" under TSXV Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets and was accepted for filing by TSXV.
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 the future revenue 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
Share this article