Happy Belly Food Group Signs Definitive Agreement for the Sale of Holy Crap Foods as It Focuses on Accelerating Its QSR Businesses

Rhea-AI Summary

Happy Belly Food Group (OTCQB: HBFGF) signed a definitive agreement to sell Holy Crap Foods for $1,000,000 CDN in cash plus working capital adjustments. The company expects closing within ten business days, subject to customary conditions. Proceeds are earmarked to support QSR openings, franchise development, and pipeline growth.

Management said the sale is non-dilutive, represents an estimated 10x EBITDA for Holy Crap, and frees capital to prioritize higher-margin QSR brands where the company targets stronger ROIC.

Positive

• $1,000,000 CDN cash proceeds (non-dilutive)
• Sale represents an estimated 10x EBITDA for Holy Crap
• Proceeds targeted to QSR openings and franchise development
• Expected closing within 10 business days

Negative

• Divestiture of Holy Crap reduces brand diversification toward solely QSR focus

News Market Reaction – HBFGF

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+0.45% News Effect

On the day this news was published, HBFGF gained 0.45%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Toronto, Ontario--(Newsfile Corp. - February 12, 2026) - 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, further to its press release dated December 22, 2025 (the "Prior Release"), the Company has successfully executed a definitive agreement (the "Definitive Agreement") in connection with the previously announced sale of Holy Crap Foods, its cereal and oatmeal brand, for $1,000,000 CDN in cash plus working capital adjustments. The Company anticipates the closing of the transaction to occur within the next ten (10) business days, subject to customary closing conditions.

"Holy Crap Foods has been an important part of our story, and this divestiture allows us to unlock value created by our team and redeploy proceeds into our QSR portfolio where we experience higher margins and higher ROIC," said Sean Black, Chief Executive Officer of Happy Belly. "The $1 million of non-dilutive cash provides additional flexibility to support our pipeline of openings and franchise development, where we have a proven track record of building, scaling, and franchising high-performing brands including Rosie's Burgers, Heal Wellness, Via Cibo, iQ Food Co., and Yolks Breakfast."

"When I joined Happy Belly the Holy Crap business was losing money," added Sean Black. "Our team grew the top line and bottom line so that today the sale price represents an estimated 10x EBITDA for the business."

"We remain disciplined in how we deploy capital, with a clear focus on ROIC (return on invested capital), and we will continue to act opportunistically when we can realize value from non-core assets on attractive terms. Going forward, our strategy is centered on restaurant growth, with a strong emphasis on the QSR segment."

"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

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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/283697

FAQ

When will Happy Belly (HBFGF) complete the sale of Holy Crap Foods?

Closing is expected within ten business days, subject to customary conditions. According to the company, the transaction remains subject to closing conditions and working capital adjustments before final completion.

What are the financial terms of the Holy Crap Foods sale by Happy Belly (HBFGF)?

Happy Belly agreed to sell Holy Crap for $1,000,000 CDN plus working capital adjustments. According to the company, the consideration is cash and is described as non-dilutive to shareholders.

How will Happy Belly (HBFGF) use the $1,000,000 from the Holy Crap sale?

Proceeds will be redeployed into the company's QSR pipeline, including openings and franchise development. According to the company, funds aim to support higher-margin, higher-ROIC restaurant growth initiatives.

What does the reported 10x EBITDA mean for Holy Crap's sale by Happy Belly (HBFGF)?

The company described the sale price as an estimated 10x EBITDA for Holy Crap, indicating a multiple on trailing profitability. According to the company, this reflects value created while the brand was scaled.

How does the Holy Crap sale affect Happy Belly's (HBFGF) strategic focus?

Happy Belly said the divestiture refocuses the business on its QSR segment with higher margins and ROIC. According to the company, strategy going forward centers on restaurant growth and franchising.