Eshbal Amends D2BD Deal, Deepening Push into US Gluten-Free Market

VANCOUVER, BC – January 12, 2026 – Eshbal Functional Food Inc. (TSXV: ESBL) has refined the terms of its landmark acquisition of a majority stake in Dare to be Different Foods, Inc. (D2BD), signaling a firm commitment to its aggressive expansion into the lucrative U.S. functional food market. The move, detailed in an amending agreement, bolsters the deal structure and reinforces Eshbal's strategy to consolidate the fragmented artisanal gluten-free sector.

The Vancouver-based food-tech company, which is already a profitable entity with over 300 products, is acquiring U.S.-based D2BD, a specialist in innovative, vegetable-forward gluten-free products. This acquisition is a cornerstone of Eshbal's plan to build a North American platform capable of serving mainstream grocery giants.

The Fine Print of an Evolving Deal

Announced Tuesday, the amended agreement introduces several key adjustments to the definitive share purchase agreement originally established in November 2025. A central component of the amendment is Eshbal's acquisition of "certain additional assets related to the D2BD business" held directly by Marvin Jemal, the managing director of Dare to be Different.

This part of the transaction carries an aggregate cost of US$360,000, which will be settled not in cash, but through the issuance of 2,400,000 common shares of Eshbal. The shares are valued at a deemed price of US$0.15 (approximately CAD$0.21) each. While the specific nature of these additional assets was not disclosed, their inclusion suggests a move to fully integrate all operational components of the D2BD brand under Eshbal's control, streamlining future growth.

Furthermore, the amendment addresses the structure of future performance-based payouts. Any Eshbal shares that may be issued if D2BD achieves certain performance milestones will now be priced at the greater of two values: either the closing trading price on the day before the relevant annual financial results are announced, or a floor price of US$0.11 (CAD$0.16). This revision provides a baseline valuation for future issuances, protecting current shareholder value while still incentivizing strong performance from the newly acquired entity.

The entire transaction is on a fast track, with an expected closing date on or about January 15, 2026.

A 'Roll-Up' Strategy for a Fragmented Market

This amended deal is more than a simple adjustment; it solidifies a key pillar in Eshbal's ambitious 'roll-up' strategy. The company, which generated over US$11 million in revenue in 2024, has identified the North American artisanal, gluten-free market as ripe for consolidation. The sector is characterized by many small, innovative brands that lack the scale, distribution, and operational capacity to meet the demands of large national retailers.

Eshbal aims to be the consolidator. By acquiring promising brands, it plans to create a unified platform that offers the product diversity and logistical scale that retailers like Walmart desire. The D2BD acquisition is the most significant step in this strategy to date. It follows the successful acquisition of Swonder Bread's operations in June 2025, a brand specializing in sprouted-grain sourdough and vegan breads. While an earlier letter of intent to acquire Texas-based Gluten Free Nation did not materialize into a final agreement, Eshbal's persistent M&A activity underscores its strategic focus.

D2BD provides Eshbal with an immediate and critical foothold in the United States. The brand's existing distribution network, which includes placement in Walmart stores across New York State and a presence in over 300 other retailers in the Northeast, is an invaluable asset that would take years to build organically.

Tapping into the 'Better for You' Gold Rush

Eshbal's aggressive posture is timed to capitalize on a seismic shift in consumer eating habits. The demand for functional, gluten-free, and 'Better for You' foods is no longer a niche trend but a dominant market force. The global functional food market, valued at over USD 364 billion in 2024, is projected by industry analysts to surge past USD 580 billion by 2030, growing at a compound annual growth rate (CAGR) of over 8%.

The gluten-free segment is expanding even more rapidly. With a market valued at over USD 8.4 billion in 2024, it is forecasted to reach nearly USD 15.5 billion by 2032, driven by increased health awareness, diagnoses of celiac disease, and a general consumer perception of gluten-free products as a healthier alternative. North America is the dominant force in this space, accounting for over half of the global market share.

D2BD's product line sits perfectly at the intersection of these powerful trends. The company has carved out a loyal following with its innovative frozen products, such as low-carb crusts, crisps, and gnocchi made from ingredients like cauliflower and broccoli. These items cater directly to consumers seeking healthier, convenient versions of traditional comfort foods without sacrificing flavor.

Investor Confidence and Market Reaction

The strategic moves are being closely watched by investors, who have largely responded with optimism to Eshbal's North American ambitions. The company's stock (TSXV: ESBL) has seen a dramatic increase of over 150% in the past year, reflecting market confidence in its growth-through-acquisition model. Though volatile, the stock has shown positive momentum surrounding its expansion-related announcements.

Eshbal's ability to fund this expansion stems from its established and profitable operations in Israel. This financial stability allows the company to pursue strategic targets in North America without overextending its resources. To bolster its market presence, Eshbal recently engaged The Howard Group Inc. for strategic investor relations, aiming to broadcast its growth story to a wider capital markets audience.

With the transaction expected to close within days, all eyes will be on how quickly Eshbal can integrate D2BD's operations and leverage its new U.S. distribution network to accelerate sales. The move represents a calculated, multi-faceted play to transform from a successful regional player into a consolidated force within North America's lucrative and rapidly expanding health food sector.