Happy Belly Food Group Closes Earn-Out Agreement of Via Cibo Restaurant Chain

Executive Summary

• Happy Belly Food Group closed the earn‑out portion of its acquisition of Via Cibo, issuing 399,093 common shares valued at approximately $514,830.
• The earn‑out was triggered by an EBITDA excess of $85,805 over the forecasted $75,000 for 2024, paid at a 6× multiple.
• The transaction is a related‑party deal under MI 61‑101; Happy Belly relied on exemptions from formal valuation and minority‑shareholder approval requirements.

Key Details

• Earn‑Out Trigger: Normalized EBITDA for the 2024 earn‑out year was $85,805 above the $75,000 forecast.
• Payment Multiple: 6× EBITDA excess → $514,830 payable to sellers.
• Share Issuance: Payment made in Happy Belly common shares at a 10‑day VWAP of $1.29, resulting in issuance of 399,093 shares.
• Closing Timeline: Transaction expected to close within five business days of the announcement.
• Related‑Party Status: Via Cibo principals (Alex Rechichi and Sean Black) are directors of Happy Belly; transaction qualifies as a “related party transaction” under MI 61‑101.
• Exemption Rationale: Securities listed on Canadian Securities Exchange and consideration/value < 25 % of market cap, allowing exemption from formal valuation and minority approval.
• Regulatory Filing: Material change report to be filed on SEDAR+ after closing; not filed >21 days prior due to timing constraints.
• Operational Updates: New Via Cibo location opened in Barrhaven (Ottawa); second new franchisee signed for Niagara Falls region; 15‑unit Area Development Agreement added in Ontario.
• Franchise Footprint: Happy Belly now has 626 contractually committed retail franchise locations across its portfolio, including those under development or construction.

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, Happy Belly Food Group.