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

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