Toronto, Ontario--(Newsfile Corp. - October 2, 2025) - 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 it has entered into a definitive share purchase agreement effective as of October 9, 2025 (the "SPA"), and currently held in escrow, pursuant to which it will acquire the remaining 50% ownership interest (the "Acquisition") in Heal Lifestyle Inc. ("Heal Wellness"), such that upon closing of the Acquisition, the Company will own 100% of Heal Wellness. Heal Wellness is a quick-service restaurant ("QSR") brand specializing in fresh smoothie bowls, açaí bowls, and smoothies.
As previously announced on May 9, 2022, the Company acquired a controlling interest in Heal Wellness by entering into a share exchange agreement (the "Agreement") on May 5, 2022 with Heal Wellness, the shareholders of the Heal Wellness ("Vendors") and 1000193142 Ontario Inc., ("JVCo"). Pursuant to the Agreement:
- JVCo acquired all of the issued and outstanding securities in the capital of Heal Wellness (the "Heal Wellness Shares") from the Vendors, in exchange for 200 common shares (the "JVCo Shares") of JVCo;
- Happy Belly subscribed for 200 JVCo Shares in exchange for 2,777,777 common shares in the capital of the Happy Belly (the "HBFG Shares"), with each HBFG Share valued at $0.09, representing a subscription value for the 200 JVCo Shares of $250,000; and
- the Vendors, Happy Belly and JVCo entered into a shareholders agreement (the "Shareholders Agreement") providing, among other things, a call option granting Happy Belly the right to acquire the other 50% of JVCo from the Vendors (the "JVCo Call Option").
Happy Belly 1
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/268867_d4ed1312a4421957_001full.jpg
"Upon initial acquisition, Heal operated two smoothie bowl and acai locations in Ontario. Over the past three years, Heal has evolved from a promising joint venture into a business that is delivering consistent financial performance, rapid unit expansion, and a strong franchise pipeline across Canada and into the United States," said Sean Black, Chief Executive Officer of Happy Belly. "The brand has grown from its initial two locations to twenty-seven operating stores nationwide, while developing a robust pipeline of 168 additional locations under signed agreements.
"Heal has signed area development agreements across all 10 Canadian provinces, ensuring national presence through both corporate and franchise models while international expansion has begun with a 10-unit development agreement in Dallas-Fort Worth, Texas, marking the brand's first entry into the U.S. market. Happy Belly's asset-light franchise program has been central to Heal's rapid scaling, leveraging area developers and multi-unit operators to fuel growth while preserving capital.
"Heal Wellness has become a cornerstone of our portfolio, proving that our model of identifying, scaling, and franchising emerging restaurant brands works. Today's announcement is not only validation of our growth model, but also another step toward realizing our vision of making Heal Wellness North America's leading smoothie bowl chain, measured both by scale and strong unit economics with international expansion underway. This trajectory reflects not only consumer demand for wellness-forward dining but also our disciplined approach to growth that creates lasting value for our shareholders."
Acquisition Details
On May 6, 2025, Happy Belly delivered notice to the Vendors that it intended to exercise the JVCo Call Option. On October 1, 2025, the Vendors, Happy Belly and JVCo entered into the SPA, which agreement is effective as of October 9, 2025, and currently held in escrow. Pursuant to the SPA, the Company will acquire 200 JVCo Shares from the Vendors for an aggregate purchase price of $3,896,948 CDN (the "Purchase Price"), subject to certain adjustments. The Purchase Price will be settled through (a) the transfer of an aggregate of 2,777,777 previously issued HBFG Shares held by JVCo to the Vendors and (b) the issuance of an aggregate of 613,469 HBFG Shares from treasury to the Vendors. Upon closing of the transaction, both JVCo and the Heal operating entity will be wholly owned subsidiaries of Happy Belly.
The Company is at arms-length from the Vendors. The Acquisition is expected to close on October 9, 2025 and will not constitute a fundamental change for the Company and will not result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange). No finders' fee is payable in connection with the Acquisition. The 613,469 HBFG Shares issued to the Vendors shall be subject to restrictions on resale until the date which is four-months and one day from the closing date of the Acquisition.
About Heal Wellness
Heal Wellness was founded with a passion and mission to provide quick, fresh wellness foods that support a busy and active lifestyle. We currently offer a diverse range of smoothie bowls and smoothies. We take pride in meticulously selecting every superfood ingredient on our menu to fuel the body, including acai smoothie bowls, smoothies, and super-seed grain bowls. Our smoothie bowls are crafted with real fruit and enriched with superfoods like acai, pitaya, goji berries, chia seeds, and more.
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 Food Group
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/268867_d4ed1312a4421957_002full.jpg
Sean Black
Co-founder, Chief Executive Officer
Shawn Moniz
Co-founder, Chief Operating Officer
FOR FURTHER INFORMATION, PLEASE VISIT:
www: www.happybellyfg.com or email hello@happybellyfg.com
If you wish to contact us please call: 1-877-589-8805
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 its 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 the Company's SEDAR+ profile at www.sedarplus.ca.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268867
SOURCE: Happy Belly Food Group Inc.
