Mr. Sean Black reports

HAPPY BELLY FOOD GROUP ANNOUNCES 100% EXERCISE OF ALL PERFORMANCE WARRANTS AS PHASE 2 BEGINS

Happy Belly Food Group Inc. has seen the exercise of 100 per cent of all performance warrants and options expiring June 18, 2026, marking the successful completion of phase 1 of the company's strategic growth and self-financing plan.

"In June, 2021, we set out to rightsize this company, establish the fundamentals for growth and begin the journey of what is now Happy Belly Food Group," said Sean Black, chief executive officer of Happy Belly Food Group. "As part of that journey, we wanted management to be 100 per cent aligned with shareholders and celebrate the wins together. To accomplish this, we aligned performance warrants and options to vest only when all shareholders win.

"When we began, Happy Belly had one restaurant brand, one location and traded at approximately seven cents to 20 cents per share. Today, we have 11 brands, more than 20 corporate locations and a franchising platform growing at a record pace, with stores operating across multiple provinces and soon to be operating in the United States. At each step of the way, we have remained focused on creating shareholder value as we continue building Happy Belly into Canada's leading restaurant consolidator.

"Over the past five years, Happy Belly Food Group has experienced record growth. This sustained and predictable growth has enabled 31 million performance options and warrants to be exercised since January, 2026, by officers, directors and consultants, bringing $8.35-million directly into the company's treasury as part of its self-funding strategy. These funds will support the company's continued expansion across Canada and the United States as well as other strategic growth initiatives.

"Phase 1 has been instrumental in establishing the foundational principles of our growth strategy, allowing us to scale the business in a disciplined and predictable manner," continued Mr. Black. "With phase 1 now complete, management, directors and officers are focused on executing on our growth strategy as we transition into phase 2. We intend to build on this momentum by increasing asset value through both organic and inorganic growth while pursuing the next set of shareholder value creation targets announced in October, 2025. To fully earn the next round of performance warrants, Happy Belly shares must trade at $10 per share by Oct. 3, 2030, as well as then invest $60-million into treasury, which would once again see the company be funded by insiders.

"With a solid foundation in place and 686 contractually committed retail franchise locations across multiple emerging brands in various stages of development, construction and operation, our mission is clear: to build a predictable and disciplined growth engine designed to create tremendous long-term shareholder value," added Mr. Black. "We are excited and committed to embarking on this next phase of the journey and to sharing the wins along the way with our shareholders.

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

Franchising

For franchising inquiries, please see Happy Belly's website or contact the company at hello@happybellyfg.com.

About Happy Belly Food Group Inc.

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

We seek Safe Harbor.