Happy Belly Food Group's CEO Exercises Equity Ahead of Schedule in Confidence of Long-Term Growth Vision

Rhea-AI Summary

Happy Belly Food Group (HBFGF) announced that CEO Sean Black has exercised 3,715,278 performance warrants ahead of schedule, demonstrating confidence in the company's growth trajectory. The warrants, valued at $743,000, will be paid over several quarters to support corporate store growth and strategic M&A. Black, who has previously built and sold successful food companies to MTY and Recipe, implemented a shareholder-first approach by refusing standard founder shares and opting for performance-based warrants. This structure ensures management is rewarded only after delivering shareholder value, with no board member or management receiving compensated shares to date. The company continues its mission to become Canada's leading restaurant consolidator with a focus on acquiring and scaling emerging food brands.

Positive

• CEO demonstrates strong confidence by exercising warrants worth $743,000 ahead of schedule
• Management aligned with shareholder interests through performance-based compensation structure
• CEO has proven track record of successful exits in food industry (sales to MTY and Recipe)
• Company maintains disciplined capital allocation strategy for growth and M&A

Negative

• Warrant exercise payment spread over several quarters rather than immediate
• Company still in growth phase, not yet established as a major consolidator

Toronto, Ontario--(Newsfile Corp. - June 11, 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 its CEO and co-founder, Sean Black has opted to exercise his earned performance warrants a year of head of schedule in confidence of the Company's long-term growth trajectory, aiming to further accelerate future expansion.

"It was almost four years ago to the day that Sean Black and I formalized the support structure the company needed to build itself into a business shareholders would be proud to own. It was the start of a journey that formed a mission to build Canada's next great consolidator in the food space," said Shawn Moniz, Co-Founder and Chief Operating Officer of Happy Belly. "Having done so not once but twice before, Mr. Black has built successful and profitable food companies having sold them to publicly traded companies to both MTY and Recipe. It was time now for Mr. Black to use that experience to be on the other side of the fence and become that publicly traded company using the knowledge gained from a lifetime of growing and scaling business, including a successful track record of accretive M&A to build a meaningful company that would span both Canadian and US markets."

"As it is typical practice in publicly traded companies with founders, Mr. Black was offered company shares in lieu of payment for his efforts to come aboard and steer the ship. In true fashion of putting shareholders first Mr. Black refused such compensation and elected with conviction to only be rewarded when shareholders are rewarded. It was Mr. Blacks brainchild to create performance warrants so that the board and management are given an opportunity to purchase shares ONLY if shareholders are rewarded for their trust and confidence first! It is why to this day no board member or member of management has received any compensated shares for their time here at Happy Belly, showing as proof our 'shareholders first' mentality when it comes to corporate compensation."

"It is a true testament, beyond any doubt, to the growth trajectory of Happy Belly that Mr. Black has elected to exercise his earned performance warrants to date, a year ahead of schedule. Mr. Black will exercise 3,715,278 warrants, personally funding the company to the amount of $743,000, to be paid for over the next several quarters ensuring continued growth through the disciplined use of capital for accelerating corporate store growth and strategic accretive M&A. Mr. Black is putting his foot firmly on the pedal of growth, showing his long-term commitment to the company while enabling further acceleration of its strategic plan."

We are excited to continually share updates on company progression as we secure real estate locations for our brands and continue our mission to become a predictable and disciplined growth company, Canada's #1 restaurant consolidator."

"We are just getting started," said Sean Black, co-founder and Chief Executive Officer of Happy Belly.

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 dynamic multi-branded restaurant company focused on acquiring and scaling emerging food brands across Canada. With a robust portfolio of brands Happy Belly is dedicated to delivering quality, efficiency, and exceptional customer experiences nationwide.

Happy Belly Food Group

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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: (604) 737-2303

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/255223

FAQ

What is the significance of HBFGF CEO exercising warrants early?

The early exercise of warrants worth $743,000 by CEO Sean Black demonstrates strong confidence in the company's growth trajectory and long-term commitment to Happy Belly Food Group's expansion plans.

How many warrants did Happy Belly Food Group's CEO exercise?

CEO Sean Black exercised 3,715,278 performance warrants, representing a $743,000 investment to be paid over several quarters.

What is Happy Belly Food Group's management compensation structure?

The company implements a shareholder-first approach where management and board members only receive performance-based warrants instead of compensated shares, ensuring alignment with shareholder interests.

What is HBFGF's business strategy?

Happy Belly Food Group focuses on becoming Canada's leading restaurant consolidator by acquiring and scaling emerging food brands, with emphasis on disciplined capital allocation for corporate store growth and strategic M&A.

What is CEO Sean Black's background in the food industry?

Sean Black has previously built and successfully sold food companies to major corporations MTY and Recipe, bringing significant industry experience to Happy Belly Food Group.