Happy Belly closes earnout with Via Cibo

Executive Summary

• Happy Belly Food Group Inc. closed the earn‑out portion of its acquisition of Via Cibo, issuing 399,093 common shares valued at $514,830 to the sellers.
• The earn‑out was triggered by an EBITDA excess of $85,805 over the forecasted $75,000 for 2024, payable at a six‑times multiple.
• The transaction is a related‑party deal under MI 61‑101; Happy Belly will file a material change report on SEDAR+ after closing.

Key Details

• Earn‑out Trigger: Normalized EBITDA for the 2024 earn‑out year was $85,805 above the forecasted $75,000.
• Payment Multiple: 6× EBITDA excess → $514,830 payable to sellers.
• Share Issuance: 399,093 Happy Belly common shares issued at a 10‑day VWAP of $1.29 per share.
• Closing Timeline: Transaction expected to close within five business days from the announcement.
• Related Party Status: Via Cibo principals (including Alex Rechichi and Sean Black) are directors of Happy Belly; transaction qualifies as a related‑party transaction under MI 61‑101.
• Exemptions Relied Upon: No formal valuation or minority approval required because (i) securities are listed on the Canadian Securities Exchange, and (ii) neither the subject matter nor consideration exceeds 25 % of Happy Belly’s market capitalization.
• Regulatory Filing: A material change report will be filed on SEDAR+ post‑closing; filing was not made >21 days prior because transaction details were finalized shortly before closing.
• Operational Highlights Mentioned: New Via Cibo location opened in Barrhaven (Ottawa); second new franchisee signed for Niagara Falls region; 15‑unit area development agreement added to growth plan.

Notable Quotes

“Our asset‑light franchise model enables Happy Belly to continue accelerating growth across all our brands… We are just getting started.” – Sean Black, CEO