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Happy Belly Food Group Announces 100% Exercise of All Performance Warrants as Phase 2 Begins

(Moderate)
(Very Positive)

Happy Belly Food Group (OTCQB: HBFGF) announced that 100% of all performance warrants and options expiring June 18, 2026 were exercised, completing Phase 1 of its self-funding growth plan. Since January 2026, 31 million options and warrants have brought about $8,350,000 into treasury.

The company has expanded from one brand and location to 11 brands, over 20 corporate locations, and a franchising platform with 686 contractually committed retail franchise locations. Phase 2 targets include shares trading at $10 by October 3, 2030 and insiders investing $60,000,000 into treasury.

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Positive

  • 100% of performance warrants and options expiring June 18, 2026 exercised
  • 31 million options and warrants exercised since January 2026
  • Approximately $8,350,000 added to treasury via insider warrant exercises
  • Expansion to 11 brands and more than 20 corporate locations
  • 686 contractually committed retail franchise locations across multiple brands
  • Defined Phase 2 targets including $10 share price and $60,000,000 insider funding by 2030

Negative

  • None.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - June 19, 2026) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company"), a leading consolidator of emerging restaurant brands, is pleased to announce the exercise of 100% of all performance warrants and options expiring June 18th, 2026, marking the successful completion of Phase 1 of our strategic growth and self-funding plan.

"In June 2021, we set out to right-size this company, establish the fundamentals for growth, and begin the journey of what is now Happy Belly Food Group," said Sean Black, Chief Executive Officer of Happy Belly Food Group. "As part of that journey, we wanted management to be 100% aligned with shareholders and celebrate the wins together. To accomplish this, we aligned performance warrants and options to vest only when all shareholders win."

"When we began, Happy Belly had one restaurant brand, one location, and traded at approximately $0.07 to $0.20 per share. Today, we have 11 brands, more than 20 corporate locations, and a franchising platform growing at a record pace, with stores operating across multiple provinces and soon to be operating in the United States. At each step of the way, we have remained focused on creating shareholder value as we continue building Happy Belly into Canada's leading restaurant consolidator."

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Happy Belly Food Group

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"Over the past five years, Happy Belly Food Group has experienced record growth. This sustained and predictable growth has enabled 31 million performance options and warrants to be exercised since January 2026 by officers, directors, and consultants, bringing $8,350,000 million directly into the Company's treasury as part of its self-funding strategy. These funds will support the Company's continued expansion across Canada and the United States, as well as other strategic growth initiatives."

"Phase 1 has been instrumental in establishing the foundational principles of our growth strategy, allowing us to scale the business in a disciplined and predictable manner," continued Mr. Black. "With Phase 1 now complete, management, directors, and officers are focused on executing on our growth strategy as we transition into Phase 2. We intend to build on this momentum by increasing asset value through both organic and inorganic growth, while pursuing the next set of shareholder value creation targets announced in October 2025. To fully earn the next round of performance warrants Happy Belly shares must trade at $10.00 per share by October 3rd, 2030, as well as then invest $60,000,000 into treasury which would once again see the company be funded by insiders."

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Figure 1 - Phase 2 Vesting Targets per Share price

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"With a solid foundation in place, and 686 contractually committed retail franchise locations across multiple emerging brands in various stages of development, construction, and operation, our mission is clear: to build a predictable and disciplined growth engine designed to create tremendous long-term shareholder value," added Mr. Black. "We are excited and committed to embarking on this next phase of the journey and to sharing the wins along the way with our shareholders."

"We are just getting started," said Sean Black.

Franchising
For franchising inquiries please see www.happybellyfg.com/franchise-with-us/ or contact us at hello@happybellyfg.com.

About Happy Belly Food Group
Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company") is a leader in acquiring and scaling emerging food brands.

Sean Black
Co-founder, Chief Executive Officer

Shawn Moniz
Co-founder, President

FOR FURTHER INFORMATION, PLEASE VISIT:
www: www.happybellyfg.com or email hello@happybellyfg.com
If you wish to contact us please call: 1-877-589-8805

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

Cautionary Note Regarding Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Forward-Looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur and include the future performance of Happy Belly and her subsidiaries. Forward-Looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for Happy Belly described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis and other disclosure filings with Canadian securities regulators, which are posted on www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302164

FAQ

What did Happy Belly Food Group (OTCQB: HBFGF) announce about performance warrants on June 19, 2026?

Happy Belly Food Group announced that 100% of all performance warrants and options expiring June 18, 2026 were exercised. According to Happy Belly, this milestone marks the successful completion of Phase 1 of its strategic growth and self-funding plan, aligned with shareholder value creation.

How much capital did Happy Belly Food Group (HBFGF) raise from warrant and option exercises in 2026?

Happy Belly Food Group reports that 31 million performance options and warrants have been exercised since January 2026, adding about $8,350,000 to treasury. According to Happy Belly, these insider-funded proceeds support ongoing expansion across Canada and the United States and other strategic growth initiatives.

What is Phase 2 of Happy Belly Food Group’s growth plan for HBFGF shareholders?

Phase 2 focuses on increasing asset value through organic and inorganic growth while pursuing new shareholder value targets. According to Happy Belly, management aims to build a predictable, disciplined growth engine and execute on goals announced in October 2025 as the company scales across Canada and the United States.

What share price and investment targets has Happy Belly Food Group (HBFGF) set for 2030?

To fully earn the next round of performance warrants, Happy Belly shares must trade at $10.00 by October 3, 2030. According to Happy Belly, insiders would then invest $60,000,000 into treasury, continuing the company’s strategy of being funded by management and directors.

How many brands, locations, and franchise commitments does Happy Belly Food Group (HBFGF) have in 2026?

Happy Belly has grown to 11 restaurant brands and more than 20 corporate locations, with operations across multiple provinces. According to Happy Belly, it also has 686 contractually committed retail franchise locations in various development stages, supporting its long-term, predictable growth ambitions.

How does Happy Belly Food Group (HBFGF) align management incentives with shareholders?

Happy Belly ties performance warrants and options to outcomes that reward all shareholders before management fully benefits. According to Happy Belly, the first phase required sustained growth enabling warrant exercises, while the next phase links additional performance warrants to a $10 share price and significant insider investment.