Eshbal Functional Foods Cooperative Ltd. ("ESHBAL") entered into a letter of intent to acquire Hakken Capital Corp. (TSXV:HAKK.P) in a reverse merger transaction on December 27, 2023. Pursuant to the terms of the transaction, Hakken Capital will issue an aggregate of 48 million Common Shares to the selling members of ESHBAL in exchange for the sale of 100% of the issued and outstanding units of ESHBAL. During the 60 months following the closing of the Proposed Transaction, the selling members of ESHBAL will also be eligible to receive up to an aggregate of 16 million Common Shares for no further consideration upon the achievement of certain milestones as follows: 5,600,000 shares on achieving the milestone of gross sales of CAD 17,000,000 and EBITDA of at least 3%; 5,600,000 shares on achieving the milestone of gross sales of CAD 20,000,000 and EBITDA of at least 4%; and 4,800,000 shares on achieving the milestone of gross sales of CAD 25,000,000 and EBITDA of at least 4%. Upon completion of the transction, Hakken will continue the business of ESHBAL under the name ?ESHBAL Functional Food Inc.?

Upon closing of the Proposed Transaction, the directors and officers of Hakken will resign and the board of directors of Hakken will be reconstituted to consist of seven directors. Five directors will be nominated by the selling members of ESHBAL, two of which will be independent directors who are yet to be determined, and two directors will be nominated by Hakken, one of which will be an independent director. Directors and officers of Hakken will include Yuval Levy ? Director; Tamir Dagan ? Director; David Bar-Meir ? Director; David Eto ? Director; Tomer Bar-Meir ? Chief Executive Officer; and Danit Kochva ? Chief Financial Officer.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, TSX Venture Exchange acceptance, receipt of all required corporate, shareholder, unit holder and third-party approvals, ESHBAL obtaining from the Israel Tax Authority a pre-ruling to treat the Proposed Transaction as a tax deferred merger, the completion of the private placement, the delivery of a sponsor report and independent valuation satisfactory to the TSX Venture Exchange (if required by the Exchange) and other conditions customary for a transaction of in the nature of the Proposed Transaction. Haywood Securities Inc. is acting as advisor to Hakken. Hakken will pay a corporate advisory fee to Haywood Securities Inc. in the amount of CAD 250,000 which shall be paid by the issuance of Finder?s Shares pursuant to an advisory agreement between Hakken and Haywood.