Happy Belly Food Group Signs Lead Order for Above-Market Convertible Note

Toronto, Ontario--(Newsfile Corp. - February 24, 2023) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) ("Happy Belly" or the "Company"), a leading consolidator of emerging food brands is pleased to announce that it has signed a lead order for a non-brokered private placement (the "Private Placement") of unsecured convertible debentures (the "Debentures") for total gross proceeds of $1,000,000 CDN received from a strategic investor.

"I would very much like to thank this existing shareholder for his dedication to Happy Belly and his continued support as we execute on our growth strategy focused on building a stable of emerging brands," said Sean Black, Chief Investment Officer of Happy Belly. "Receiving this kind of support and confidence in our plan as a company allows us to accelerate both our organic and inorganic growth in 2023. We look forward to further strengthening our relationship with this strategic investor to support future accretive M&A opportunities as they present themselves."

"This is our second consecutive above-market convertible debenture for Happy Belly. This demonstrates the market support for this management team despite the current challenging times for many companies attempting to raise capital. With the support and confidence of shareholders alike, we will continue to deliver shareholder value as we grow Happy Belly."

Debenture Details

Each Debenture has a principal amount of $1,000, a 36 month term earning interest at the rate of twelve percent (12%) per annum payable quarterly after the Closing Date, maturing on the date that is the third anniversary of the first date that the Debentures are issued (the "Maturity Date") and are convertible at the holder's option into common shares of the Company every three months after the closing date (the "Closing Date"), but prior to the Maturity Date, into common shares at a conversion price equal to (a) C$0.30 per common share, provided that not less than 25% of the outstanding principal, and any interest amounts owed, is converted (the "Conversion Price").

On the Maturity Date, any outstanding principal amount of the Debentures, plus any accrued and unpaid interest, shall be paid in cash. All securities issued in connection with the closing of the Private Placement are subject to a four-month and one-day statutory hold period in accordance with applicable securities laws. The proceeds of the Private Placement will be used for M&A purposes.

Anticipated close is March 30^th or sooner.

About Happy Belly Food Group

Happy Belly Brands

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Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) ("Happy Belly" or the "Company"), a leading consolidator of emerging food brands.

For more information please visit: www.HolyCrap.com, www.YamChops.com, www.LumberHeads.com, www.HealWellness.ca, www.LettuceLoveCafe.com, www.LadyGlazeDoughnuts.com, www.PirhoGrill.com, and www.HappyBellyFG.com.

Happy Belly Food Group
Shawn Moniz
Chief Executive Officer

FOR FURTHER INFORMATION, PLEASE VISIT:

www: www.happybellyfg.com or email hello@happybellyfg.com

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 LumberHeads Food Co. 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.sedar.com.

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