Mr. Sean Black reports

HAPPY BELLY FOOD GROUP EXERCISES RIGHT TO ACQUIRE REMAINING 50% OF PIRHO FRESH GREEK GRILL

Happy Belly Food Group Inc. has exercised its right to acquire the remaining 50 per cent of Pirho Fresh Greek Grill (Pirho), making the brand a 100-per-cent wholly owned subsidiary of Happy Belly. Pirho Fresh Greek Grill serves gourmet bowls, wraps and pitas as a fast-casual Greek restaurant with the fresh wholesome tastes of Greece and its delicious traditional foods.

"Acquiring the remaining 50 per cent of Pirho is a significant milestone for Happy Belly as we move towards 100-per-cent ownership of the brand," said Sean Black, chief executive officer of Happy Belly. "Happy Belly will acquire the remaining 50 per cent of the business on a debt-free basis at a multiple of 7.5 times TTM EBITDA. Happy Belly intends to satisfy the purchase price by transferring the required percentage ownership of the JVCo's existing Happy Belly shares to brands founder and family shareholders. The value of the shares will be recognized at current market values and transferred on the day of close of this transaction. Final transaction details to be announced at the close of the transaction after all reconciliations are completed (estimated to be completed sometime in Q3).

"By leveraging our share price appreciation to acquire the remaining 50 per cent, Happy Belly will complete this transaction without the use of cash or issuing any new shares causing dilution.

"This transaction validates the value Happy Belly creates for our joint venture partners and validates our acquisition strategy based on reduced risk when partnering with founders. Our model paves the way for sustained and predictable M&A growth across our portfolio of emerging brands. By balancing organic expansion in our core markets with a nationwide rollout, we're positioned to deliver long-term value. We're confident our multibrand platform will drive strong results, attract top-tier franchise partners and secure prime real-estate opportunities across Canada. Happy Belly's portfolio consists of 686 contractually committed retail franchise locations across multiple emerging brands in various stages of development, construction and operation. Our predictable and disciplined growth engine continues to deliver measurable results as we expand our brands across Canada and the U.S. to create long-term value for our shareholders.

"We are just getting started," said Sean Black.

About Pirho Fresh Greek Grill

Pirho strongly believes that food can bring people together and inspire colourful conversations. Pirho culture is rooted in old-world Greek traditions with an emphasis on family and community. The wholesome ingredients, the careful preparation, the irresistible aromas, the delicious food and of course the human interaction all make for a warm and inviting atmosphere. During the company's visits to Greece, this nurturing environment left a deep and lasting impression with it. So much so that it led to the creation of Pirho True Food Grill. The best of Greece right here in Ottawa! In our fast-paced world, taking the time to connect with friends and family has never been more important. You deserve to enjoy those precious moments and connect with your loved ones, in real life, with true food. Join the company for lunch or dinner at Pirho Grill and fuel your soul.

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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