Eshbal Signs Binding Agreement and Launches North American Capital Markets Strategy

Eshbal Signs Binding Agreement and Launches North American Capital Markets Strategy

TSXV: ESBL

Company advances its North American growth strategy with new acquisition and formal investor relations program

VANCOUVER, BC, July 3, 2025 /PRNewswire/ - Eshbal Functional Food Inc. (TSXV: ESBL) ("Eshbal" or the "Company"), a developer of gluten-free and health-focused food products, is pleased to share a set of strategic steps advancing its commercial and capital markets execution in North America:

1. the signing of a binding Letter of Intent with GF Nation Brand; and
2. the formal launch of the Company's investor relations program, including the appointment of a Head of Investor Communications.

Eshbal Signs Binding Letter of Intent to Acquire Gluten Free Nation

Effective June 27, Eshbal entered into a binding Letter of Intent to acquire 100% of the issued and outstanding equity (the "Acquisition") of Starcall Broadcasting LLC dba Gluten Free Nation ("GF Nation"), a Texas-based company specializing in sweet and savory gluten-free baked goods, including cookies, cakes, and buns. GF Nation sells its products across both retail and foodservice channels. The consideration for the Acquisition shall consist of payment in cash and shares of the Company, payable upon closing of the Acquisition, with additional performance-based consideration tied to future revenue performance. Closing of the Acquisition is subject to the parties entering into a definitive agreement, which agreement will contain customary closing conditions. Actual amount of cash payments and number of shares issuable shall be determined after completion of the due diligence process and will be determined on the date of execution and announcement of the execution of the definitive agreement. The Acquisition is subject to the approval of the TSX Venture Exchange.

The Acquisition is intended to expand Eshbal's product offering in North America and unlock commercial synergies by introducing Eshbal's gluten-free products through GF Nation's existing sales and distribution channels.

The Acquisition is considered arm's length, and no finder's fees were paid.

"This agreement supports our continued strategy of combining organic growth with strategic acquisitions to accelerate market entry," said Tomer Bar Meir, CEO of Eshbal. "We're excited about the potential to integrate Gluten Free Nation's product line and leverage its customer relationships to further expand Eshbal's North American presence."

Investor Relations Program Launched with Fairfax Partners Inc.

Effective June 28, Eshbal entered into an agreement with Fairfax Partners Inc., a Vancouver-based investor relations and capital markets advisory firm. The engagement will formally commence upon completion of initial preparations, with Fairfax supporting the Company's public market communications strategy.

Fairfax will lead initiatives aimed at increasing the Company's visibility in the investor community, through a combination of messaging development, digital engagement, and content-driven outreach initiatives.

The initial phase, valued at CAD $20,000 plus GST, may expand—at the Company's sole discretion—into a broader program totaling up to an additional CAD $180,000 plus GST over the next 12 months.

As part of this initiative, the Company has also appointed Anat Shuhami as Head of Investor Communications. Ms. Shuhami will lead shareholder communications and investor outreach coordination, ensuring timely and consistent engagement with stakeholders.

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 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.

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.

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SOURCE Eshbal Functional Foods Inc