Mr. Sean Black reports

HAPPY BELLY FOOD GROUP SIGNS DEFINITIVE AGREEMENT FOR THE SALE OF HOLY CRAP FOODS AS IT FOCUSES ON ACCELERATING ITS QSR BUSINESSES

Further to Happy Belly Food Group Inc.'s press release dated Dec. 22, 2025, the company has successfully executed a definitive agreement in connection with the previously announced sale of Holy Crap Foods, its cereal and oatmeal brand, for $1-million in cash plus working capital adjustments. The company anticipates the closing of the transaction to occur within the next 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 Mr. Black. "Our team grew the top line and bottom line so that today the sale price represents an estimated 10-times 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 Mr. Black.

About Happy Belly Food Group Inc.

Happy Belly Food Group is a leader in acquiring and scaling emerging food brands across Canada.

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