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

Core Viewpoint - Happy Belly Food Group Inc. has entered into a definitive share purchase agreement to acquire the remaining 50% ownership interest in Heal Wellness, aiming to own 100% of the quick-service restaurant brand specializing in fresh smoothie bowls and smoothies [1][8]. Acquisition Details - The acquisition is set to close on October 9, 2025, with a purchase price of $3,896,948 CAD, which will be settled through the transfer of previously issued shares and the issuance of additional shares [8][9]. - Happy Belly initially acquired a controlling interest in Heal Wellness on May 5, 2022, through a share exchange agreement [2][3]. Business Growth - Heal Wellness has expanded from two locations to twenty-seven operating stores across Canada, with a robust pipeline of 168 additional locations under signed agreements [5][6]. - The brand has signed area development agreements in all 10 Canadian provinces and initiated international expansion with a 10-unit development agreement in Dallas-Fort Worth, Texas [6][7]. Strategic Importance - Heal Wellness is considered a cornerstone of Happy Belly's portfolio, demonstrating the effectiveness of the company's model in identifying, scaling, and franchising emerging restaurant brands [7]. - The asset-light franchise program has been pivotal in Heal's rapid growth, allowing for expansion while preserving capital [6][7].