Happy Belly Food Group Enters into Definitive Agreement in Respect of Call Option to Purchase Remaining 50% of Heal Wellness

Executive Summary

• Happy Belly Food Group Inc. entered into a definitive share purchase agreement to acquire the remaining 50% ownership interest in Heal Lifestyle Inc., bringing its total ownership to 100%.
• The acquisition will be completed on October 9, 2025 for an aggregate purchase price of $3,896,948 CDN, paid via a combination of existing Happy Belly shares and newly issued shares.
• Upon closing, Heal Wellness will become a wholly‑owned subsidiary; the transaction is not expected to change control of Happy Belly and is viewed as a material positive step in expanding its franchise network across Canada and into the United States.

Key Details

• Transaction Structure:
• Purchase price of $3,896,948 CDN.

• Payment consists of:

  • Transfer of 2,777,777 previously issued Happy Belly shares held by JVCo to the Vendors.
  • Issuance of 613,469 additional Happy Belly shares from treasury to the Vendors (subject to a four‑month‑plus‑one‑day resale restriction).

• Background:

• In May 2022 Happy Belly acquired a controlling interest in Heal Wellness via a share exchange and a shareholders agreement that granted a call option on the remaining 50% of JVCo.

• The call option was exercised on May 6, 2025; the SPA was signed on October 1, 2025 and is held in escrow pending closing.

• Operational Highlights (for context):

• Heal Wellness grew from 2 locations to 27 operating stores nationwide.
• A pipeline of 168 additional locations under signed agreements exists.

• Area development agreements cover all 10 Canadian provinces; a 10‑unit development agreement in Dallas‑Fort Worth, Texas marks the first U.S. entry.

• Closing Conditions:

• Expected closing date: October 9, 2025.
• No change of control for Happy Belly; transaction is arm’s‑length with no finders’ fee.

Notable Quotes

“Heal has become a cornerstone of our portfolio… today’s announcement validates our growth model and moves us closer to making Heal Wellness North America’s leading smoothie bowl chain.” – Sean Black, CEO, Happy Belly