Happy Belly Food Group Announces the Sale of Holy Crap Foods as It Focuses on Accelerating Its QSR Businesses

Rhea-AI Summary

Happy Belly Food Group (OTCQB: HBFGF) announced a binding letter of intent to sell its cereal and oatmeal brand Holy Crap Foods for $1,000,000 CDN in cash plus working capital adjustments, with closing anticipated in early Q1 2026. The company said the sale is non-dilutive and proceeds will be redeployed into its core Quick Service Restaurant (QSR) division to accelerate development of restaurant locations and franchise growth across Canada and into the United States. Management named existing QSR brands including Rosie's Burgers, Heal Wellness, Via Cibo, iQ Food Co., and Yolks Breakfast as priorities for capital allocation. Franchising inquiries are directed to the company website and email.

Positive

• Non-dilutive cash proceeds of $1,000,000 CDN
• Proceeds earmarked to accelerate QSR restaurant development
• Closing anticipated in early Q1 2026

Negative

• Transaction structured as a LOI, not a completed sale
• Sale proceeds subject to working capital adjustments
• Holy Crap Foods will be removed from the company's brand portfolio

Toronto, Ontario--(Newsfile Corp. - December 22, 2025) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company"), a leader in acquiring and scaling emerging food brands is pleased to announce that it has entered into a binding letter of intent to sell Holy Crap Foods, its cereal, and oatmeal brand, for $1,000,000 CDN in cash plus working capital adjustments.

"This transaction is a strategic step forward in the Company's plan to focus on its core Quick Service Restaurant ("QSR") businesses which continues to experience strong, predictable, high-margin growth across Canada and soon to be operational in the United States," said Sean Black, Chief Executive Officer of Happy Belly. "Holy Crap Foods played a role in Happy Belly's journey and now we are in a position to monetize the asset and redeploy the cash into the QSR portfolio. The sale of Holy Crap Foods provides Happy Belly with a non-dilutive $1 million of cash, which the Company intends to redeploy into our QSR division. Closing anticipated in early Q1. This capital will accelerate the development of Happy Belly's growing pipeline of restaurant locations where the Company has consistently demonstrated its ability to build, scale, and franchise high-performing brands such as Rosie's Burgers, Heal Wellness, Via Cibo, iQ Food Co., and Yolks Breakfast.

"We will continue to invest with a focus on ROIC, and when the opportunity arises to monetize an asset at an attractive valuation, we will do so. Moving forward we will focus on restaurants and heavily concentrated in the QSR segment. Unlocking this value and redeploying the capital just made good business sense at this time."

"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 across Canada.

Happy Belly 1

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/278819_a43fb29d54fa18b2_002full.jpg

Sean Black
Co-founder, Chief Executive Officer

Shawn Moniz
Co-founder, 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/278819

FAQ

What did Happy Belly (HBFGF) announce on December 22, 2025 about Holy Crap Foods?

Happy Belly entered a binding letter of intent to sell Holy Crap Foods for $1,000,000 CDN in cash plus working capital adjustments, with closing expected in early Q1 2026.

How will the $1,000,000 CDN sale of Holy Crap Foods affect HBFGF shareholders?

The company says the sale provides a non-dilutive $1M cash infusion intended to be redeployed into its QSR division to fund restaurant development.

When is the Holy Crap Foods sale to close for Happy Belly (HBFGF)?

Closing is anticipated in early Q1 2026, subject to customary conditions and working capital adjustments.

Will the Holy Crap Foods sale change Happy Belly's strategic focus (HBFGF)?

Yes; management says the company will focus on expanding its QSR businesses and redeploy capital into its restaurant pipeline.

What amount of cash will Happy Belly (HBFGF) receive from the Holy Crap Foods sale?

The announced consideration is $1,000,000 CDN in cash plus working capital adjustments.