Toronto, Ontario--(Newsfile Corp. - February 27, 2026) - 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, further to its press releases dated December 22nd, 2025 and February 12th, 2026, the Company has successfully closed the previously announced sale of Holy Crap Foods ("Holy Crap"), its cereal and oatmeal brand, for $1,000,000 CDN in cash plus working capital adjustments.

"With the sale of Holy Crap Foods now completed, we've converted a non-core asset into non-dilutive cash that will be immediately directed into our core restaurant growth strategy," said Sean Black, Chief Executive Officer of Happy Belly. "The $1 million of proceeds gives us added flexibility to fund near-term store openings and franchise expansion. Our focus remains on scaling our QSR platform where unit economics and returns are strongest across brands like Rosie's Burgers, Heal Wellness, Via Cibo, iQ Food Co., and Yolks Breakfast as we build momentum through 2026."

"Through disciplined execution, the consideration we received for the sale of this asset reflects an estimated 10x EBITDA sale multiple for the business. We will continue to be deliberate in how we allocate capital, with a clear emphasis on ROIC. This closing reinforces our strategy of prioritizing QSR-led growth and franchising, while monetizing non-core assets when we can secure attractive terms."

Transaction Summary
Happy Belly Food Group has completed the sale of its 100% wholly owned subsidiary, Holy Crap Foods Inc., for $1,000,000 CAD in cash, plus customary working capital adjustments. Within 60 days post closing the working capital adjustments will be finalized and due to Happy Belly in the form of an asset-secured, first-position promissory note, due within 12-months post close.

Appointment of New Board Member
Furthermore, the Company is pleased to announce the appointment of Matt Appleby to its Board of Directors.

Matt Appleby is a seasoned corporate lawyer with deep expertise across public markets, mergers and acquisitions, corporate governance, financial services, and regulatory matters. He began his career at PwC in international tax before joining McCarthy Tétrault LLP, where he became a partner and advised public and private companies on capital markets transactions. He later held senior legal and executive leadership roles at Sun Life Financial and Transamerica, bringing his extensive experience in navigating highly regulated environments and supporting organizations through significant growth and change, including supporting companies through their uplisting requirements to senior stock exchanges.

Mr. Appleby holds degrees from Wilfrid Laurier University and Michigan State University College of Law, and is admitted to practice in both Ontario and New York.

Happy Belly Food Group announces that Kevin Cole has resigned from the Board of Directors to make way for the appointment of Matt Appleby. As the Company has successfully divested its core CPG asset it extends its sincere appreciation to Mr. Cole for his contributions and dedication in nurturing our CPG vertical during his tenure on the Board. Mr. Cole has expressed his full support for the Company and its future direction, and he wishes Happy Belly continued success as it advances its QSR growth strategy. As part of the transition Mr. Cole has transferred his board of director's performance warrants issued on October 1^st, 2025, to Mr. Appleby.

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

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 1

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/285622_ad095decb405daf5_002full.jpg

Sean Black
Co-founder, Chief Executive Officer

Shawn Moniz
Co-founder, Chief Operating Officer

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 her 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 www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285622

Source: Happy Belly Food Group Inc.