Happy Belly Food Group Announces 100% Exercise of All Performance Warrants as Phase 2 Begins

Executive Summary

• Completion of Phase 1 of the company's strategic growth and self-funding plan through the full exercise of expiring performance warrants and options.
• Exercise of 31 million performance options and warrants since January 2026, generating approximately $8.35 million in direct capital to the company treasury.
• Announcement of Phase 2 vesting targets, requiring a $10.00 share price by October 3, 2030, and a $60 million insider investment into the treasury to unlock the next round of performance warrants.

Key Details

• Warrant/Option Exercise: 100% of all performance warrants and options expiring June 18, 2026, were exercised.
• Capital Raised: 31 million performance options and warrants exercised since January 2026 by officers, directors, and consultants, bringing $8,350,000 (reported as "$8,350,000 million" in the release) directly into the company's treasury.
• Phase 2 Targets: To earn the next round of performance warrants, Happy Belly shares must trade at $10.00 per share by October 3, 2030, and insiders must invest $60,000,000 into the company treasury.
• Operational Footprint: Company now operates 11 restaurant brands and more than 20 corporate locations.
• Franchise Commitments: 686 contractually committed retail franchise locations across multiple emerging brands in various stages of development, construction, and operation.
• Geographic Expansion: Stores currently operating across multiple Canadian provinces, with imminent expansion into the United States.
• Strategic Focus: Transitioning from Phase 1 to Phase 2, emphasizing disciplined organic and inorganic growth to increase asset value and pursue shareholder value creation targets announced in October 2025.

Notable Quotes

• Sean Black, CEO: "In June 2021, we set out to right-size this company, establish the fundamentals for growth, and begin the journey of what is now Happy Belly Food Group... we wanted management to be 100% aligned with shareholders and celebrate the wins together."
• Sean Black, CEO: "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... We intend to build on this momentum by increasing asset value through both organic and inorganic growth..."
• Sean Black, CEO: "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."