VANCOUVER, BC — January 12, 2026 — Leads & Copy —
Eshbal Functional Food Inc. (TSXV: ESBL) has amended its share purchase agreement with Dare to be Different Foods, Inc. (D2BD), a U.S.-based company specializing in gluten-free, vegetable-forward food products, to acquire a majority interest in D2BD.
The Amending Agreement, further to news releases dated July 15, 2025 and November 13, 2025, includes Eshbal’s agreement to acquire additional assets related to the D2BD business held by Marvin Jemal, the managing director of D2BD, for US$360,000. This will be paid by issuing 2,400,000 common shares of Eshbal at a deemed price of US$0.15 (CAD$0.21) per share.
The agreement stipulates that any Eshbal Shares issued upon reaching specific performance milestones will be priced at the higher of (i) the closing trading price of Eshbal Shares on the TSX Venture Exchange the day before the announcement of Eshbal’s audited annual consolidated financial statements for the applicable year-end, and (ii) US$0.11 (CAD$0.16).
The Transaction is expected to close around January 15, 2026.
Eshbal Shares issued will be under prospectus exemptions according to National Instrument 45-106 – Prospectus Exemptions, with a statutory hold period of four months and one day from issuance.
Eshbal Functional Food reports having over 300 SKUs in the gluten-free and “Better for You” categories. The company generated more than USD $11 million in revenue in 2024 and is looking to consolidate companies in the artisanal, gluten-free market.
Marvin Jemal, Managing Director of D2BD
Source: Eshbal Functional Food
