Happy Belly Food Group Announces Closing of the Sale of Holy Crap Foods as it Focuses on Accelerating its QSR Businesses

Executive Summary

• Happy Belly Food Group completed the sale of its wholly‑owned subsidiary Holy Crap Foods for CAD 1,000,000 cash (plus working‑capital adjustments), converting a non‑core CPG asset into non‑dilutive capital.
• Proceeds will be directed toward accelerating core quick‑service restaurant (QSR) growth, including new store openings and franchise expansion in 2026.
• Matt Appleby was appointed to the Board of Directors, replacing Kevin Cole who resigned; board performance warrants were transferred accordingly.

Key Details

• Transaction Value: CAD 1,000,000 cash payable at closing.
• Working‑Capital Adjustments: To be settled within 60 days post‑closing via an asset‑secured, first‑position promissory note due within 12 months.
• Strategic Rationale: Sale reflects an estimated 10× EBITDA multiple; proceeds provide flexibility for near‑term QSR expansion and reinforce a focus on high‑return franchise growth.
• Board Change: Matt Appleby appointed as new director; Kevin Cole resigned and transferred his board performance warrants (issued Oct 1, 2025) to Appleby.
• CEO Quote: “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.” – Sean Black, CEO.

Notable Quotes

• “The $1 million of proceeds gives us added flexibility to fund near‑term store openings and franchise expansion.” – Sean Black, CEO
• “We are just getting started.” – Sean Black, CEO