Happy Belly Food Group Closes Oversubscribed Above-Market Convertible Note Financing for Proceeds of C$645,000

Rhea-AI Summary

Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) announced the successful closure of its oversubscribed non-brokered private placement of unsecured convertible debentures, raising gross proceeds of $645,000.00 CDN. The debentures have a principal amount of $1,000 each, a 60-month term, and earn interest at 12% per annum payable quarterly. They are convertible into common shares at a conversion price of $0.30 per share. No broker fees, warrants, or finders' fees were paid in the closing of this financing.

Positive

• Successful closure of the oversubscribed non-brokered private placement indicates investor confidence in Happy Belly Food Group Inc.'s growth prospects.
• The participation of the director and officer of the company in the private placement demonstrates insider confidence in the company's future.

Negative

• None.

Toronto, Ontario--(Newsfile Corp. - July 24, 2023) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) ("Happy Belly" or the "Company"), a leading consolidator of emerging food brands is pleased to announce that the non-brokered private placement (the "Private Placement") of unsecured convertible debentures (the "Debentures") previously announced on February 24^th, 2023 was oversubscribed and led to the announcement of a second offering on June 29^th, 2023, which has now closed, raising gross proceeds of $645,000.00 CDN.

"I want to thank my family, all our investors including our strategic investor for the support they showed us with this oversubscribed financing. We have received confident support to the sum of $1,645,000 combined during these debenture rounds," said Shawn Moniz, Chief Executive Officer. "I would also like to thank our shareholders for their continued support of our long-term strategic plan to build the leading consolidator of emerging brands in Canada. We look forward to immediately applying this acceleration capital towards disciplined organic & inorganic growth."

No broker fees, warrants, or finders' fees were paid in the closing of this financing.

Debenture Details

The Company is pleased to announce that it has closed its non-brokered private placement of 645 convertible debentures. Each Debenture has a principal amount of $1,000, a 60 month term earning interest at the rate of twelve percent (12%) per annum payable quarterly after the closing date (the "Closing Date") of the Private Placement, maturing on the date that is the fifth anniversary of the first date that the Debentures are issued (the "Maturity Date") and are convertible at the holder's option into common shares of the Company every three months after the Closing Date, but prior to the Maturity Date, into common shares at a conversion price equal to $0.30 per common share, provided that not less than 25% of the outstanding principal, and any interest amounts owed, is converted (the "Conversion Price").

On the Maturity Date, any outstanding principal amount of the Debentures, plus any accrued and unpaid interest, shall be paid in cash. All securities issued in connection with the closing of the Private Placement are subject to a four-month and one-day statutory hold period in accordance with applicable securities laws. No finders fees were paid in connection with the closing of the Private Placement.

Shawn Moniz, a director and officer of the Company, subscribed for 125 Debentures for gross proceeds of $125,000. The participation by said insider in the Private Placement constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction was exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1) of MI 61-101, as neither the fair market value of the gross securities issued under the Private Placement nor the consideration paid by the insider exceeded 25% of the Company's market capitalization.

About Happy Belly Food Group

Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) ("Happy Belly" or the "Company"), a leading consolidator of emerging food brands.

Happy Belly Food Group
Shawn Moniz
Chief Executive 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 LumberHeads Food Co. 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.sedar.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/174619

FAQ

What is the purpose of the private placement?

The purpose of the private placement is to raise capital for Happy Belly Food Group Inc.'s long-term strategic plan to build the leading consolidator of emerging brands in Canada.

What are the terms of the debentures?

The debentures have a principal amount of $1,000 each, a 60-month term, and earn interest at 12% per annum payable quarterly. They are convertible into common shares at a conversion price of $0.30 per share.

Were any fees paid in the closing of the financing?

No broker fees, warrants, or finders' fees were paid in the closing of this financing.

Who participated in the private placement?

Shawn Moniz, a director and officer of the company, subscribed for 125 debentures for gross proceeds of $125,000.