Eshbal Announces Non-Brokered Private Placement

TSXV: ESBL

VANCOUVER, BC, Jan. 22, 2026 /PRNewswire/ - Eshbal Functional Food Inc. (TSXV: ESBL)  ("Eshbal" or the "Company") is pleased to announces the initiation of a non-brokered private placement offering of up to 4,411,765 units of the Company (each, a "Unit") at a price of $0.17 per Unit for gross proceeds to the Company of up to $750,000 (the "Offering").

The private placement will be made via units (each a "Unit"), whereby each Unit consists of one common share of the Company (a "Common Share") and one full Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Common Share (a "Warrant Share") at an exercise price of $0.30 at any time up to twenty four months following the Closing Date (as defined herein).

The Units to be issued under the Offering will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements in each of the provinces of Canada, and in jurisdictions outside of Canada, including the United States, as determined by the Company, where no prospectus, registration or comparable obligations arise.

The net proceeds from the Offering will be utilized by the Company to advance acquisition opportunities, support ongoing product development, sales initiatives and working capital.

The Company may elect to pay fees to certain finders ("Finders Fees"), which may include issuance of finder's warrants (the "Finders Warrants"),  in accordance with the policies of the TSX Venture Exchange (the "TSXV"). The Finders Warrants shall have the same terms and conditions as the Warrants comprising the Units.

The Offering is expected to close on or around January 29, 2026 (the "Closing Date") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV. The securities to be issued under the Offering, including any Finders' Warrants, will have a hold period of four months and one day from the Closing Date, in accordance with applicable securities laws.

About Eshbal Functional Food
Eshbal Functional Food is an innovative and profitable food-tech company that focuses on the gluten-free and "Better for You" categories. Eshbal is pursuing a roll up strategy in the fragmented, artisanal gluten-free market to create a platform that delivers the scale needed by mainstream grocers. Its recent agreement with Dare 2 be Different Foods gives the Company potential distribution in Walmart and 300+ other stores in Northeast USA.

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 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

SOURCE Eshbal Functional Foods Inc