Happy Belly Food Group Announces New Franchise Agreement Signed for Heal Wellness in Barrie, Ontario

Rhea-AI Summary

Happy Belly Food Group (OTCQB: HBFGF) signed a franchise agreement for Heal Wellness in Barrie, Ontario on October 10, 2025, marking the brand's second franchise agreement that week.

Happy Belly also closed acquisition of the remaining 50% of Heal Lifestyle Inc., paying $3,896,948 CDN via 2,777,777 transferred shares plus 613,469 treasury shares subject to a four-month-and-one-day resale restriction. Heal currently has 27 locations open and 168 in development. Happy Belly reports 626 contractually committed retail franchise locations across its portfolio.

Positive

• Acquisition closed for Heal for $3,896,948 CDN
• 2,777,777 HBFG shares transferred to vendors
• 613,469 HBFG treasury shares issued with resale restrictions
• Heal: 27 locations open and 168 in development
• Company portfolio: 626 contractually committed franchise locations

Negative

• 613,469 treasury shares issued may cause short-term dilution
• Issued shares subject to resale after ~4 months and 1 day

Toronto, Ontario--(Newsfile Corp. - October 10, 2025) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company"), a leader in acquiring and scaling emerging food brands across Canada, is pleased to announce the signing of a franchise agreement for the city of Barrie, Ontario. This is the second franchise agreement Heal Wellness has signed this week. Heal Wellness ("Heal") is a quick-service restaurant ("QSR") specializing in fresh smoothie bowls, açaí bowls, and smoothies.

Happy Belly 1

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/269946_890c56218493dbbb_002full.jpg

"Barrie represents an exceptional market for Heal Wellness," said Sean Black, Chief Executive Officer of Happy Belly. "With its rapidly growing population, strong family demographics, and a vibrant, health-conscious community, the city aligns perfectly with Heal's mission to deliver quick, fresh, and nutritious food options to active Canadians. The signing of this new franchise agreement further demonstrates the strength of our scalable, asset-light business model and the continued confidence our franchise partners have in the Heal brand.

"Home to Georgian College, one of Ontario's largest and most active college campuses, Barrie boasts a thriving student population that embraces wellness, convenience, and better-for-you dining options. The presence of thousands of health-conscious students and young professionals makes the city an ideal environment for Heal Wellness, where nutritious, energizing meals fit perfectly into their fast-paced, active lifestyles."

Happy Belly 2

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/269946_890c56218493dbbb_003full.jpg

"Situated just north of the Greater Toronto Area, Barrie is one of Ontario's fastest-growing cities-home to young professionals, families, and students who value convenience, quality, and healthy eating. Its proximity to cottage country and its year-round recreational culture make it a dynamic market for wellness-driven food concepts. The new Heal Wellness franchise location will serve as a go-to destination for both residents and visitors seeking refreshing, better-for-you meal options.

"Heal Wellness continues to accelerate its coast-to-coast expansion, further solidifying its growing position as Canada's leading smoothie bowl and wellness QSR brand. This latest franchise signing underscores Happy Belly's disciplined, asset-light approach to growth, attracting strong franchise operators and securing premium markets across the country. With 27 locations currently open and over 168 in development, Heal Wellness continues to gain momentum nationwide through consistent franchise growth and strategic real estate execution."

Happy Belly Food Group now has 626 contractually committed retail franchise locations across its portfolio of emerging brands-including Heal Wellness, Rosie's Burgers, Yolks Breakfast, Via Cibo Italian Street Food, and others-in various stages of development, construction, and operation nationwide.

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

Closing of Heal Wellness Transaction
The Company announces that, further to its news release of October 2, 2025, it has closed the acquisition of the remaining 50% ownership interest of Heal Lifestyle Inc. ("Heal Wellness") (the "Transaction"). In connection with the Transaction, the Company acquired 200 common shares of 1000193142 Ontario Inc., ("JVCo") from the shareholders of the Heal Wellness ("Vendors") for an aggregate purchase price of $3,896,948 CDN (the "Purchase Price"). The Purchase Price was settled through (a) the transfer of an aggregate of 2,777,777 previously issued common shares of the Company (the "HBFG Shares") held by JVCo to the Vendors and (b) the issuance of an aggregate of 613,469 HBFG Shares from treasury to the Vendors, which are subject to restrictions on resale until the date which is four-months and one day from the closing date of the Transaction. Upon closing of the Transaction, both JVCo and the Heal operating entity became wholly owned subsidiaries of Happy Belly.

About Heal Wellness
Heal Wellness was founded with a passion and mission to provide quick, fresh wellness foods that support a busy and active lifestyle. We currently offer a diverse range of smoothie bowls and smoothies. We take pride in meticulously selecting every superfood ingredient on our menu to fuel the body, including acai smoothie bowls, smoothies, and super-seed grain bowls. Our smoothie bowls are crafted with real fruit and enriched with superfoods like acai, pitaya, goji berries, chia seeds, and more.

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 across Canada.

Happy Belly 3

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/269946_890c56218493dbbb_004full.jpg

Sean Black
Chief Executive Officer

Shawn Moniz
Chief Operating Officer

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/269946

FAQ

What did Happy Belly announce about Heal Wellness in Barrie on October 10, 2025?

Signed a franchise agreement to open a Heal Wellness location in Barrie, Ontario; it's the brand's second franchise agreement that week.

How much did Happy Belly pay to acquire the remaining 50% of Heal Wellness (OTCQB: HBFGF)?

The aggregate purchase price was $3,896,948 CDN, settled via transferred and newly issued HBFG shares.

How many Heal Wellness locations are open or in development per the October 10, 2025 announcement?

Heal has 27 locations open and 168 locations in development nationwide.

What share consideration was used in the Heal Wellness acquisition by Happy Belly?

An aggregate of 2,777,777 previously issued HBFG shares were transferred and 613,469 treasury HBFG shares were issued to vendors.

How many contractually committed franchise locations does Happy Belly report across its portfolio?

The company reports 626 contractually committed retail franchise locations across its emerging brands.

When can vendors resell the treasury shares issued in the Heal Wellness transaction?

The 613,469 treasury shares are restricted from resale until four months and one day after the closing date.