Core Insights - Happy Belly Food Group Inc. has successfully closed the earn-out agreement for the acquisition of the Via Cibo Restaurant Chain, which specializes in fast-casual Italian street food [1][6] - The integration of Via Cibo into Happy Belly's franchising framework has led to increased operational efficiencies and a rise in EBITDA for the brand [3][5] Acquisition Details - The Via Cibo brand achieved a normalized EBITDA of $160,805 for the 2024 earn-out year, exceeding the forecasted $75,000 by $85,805 [6] - The earn-out payment will be made at a 6x multiple, resulting in a total payment of $514,830 to the sellers, who will receive this amount in shares at a 10-day VWAP of $1.29 [6] Growth Strategy - Happy Belly's asset-light franchise model supports accelerated growth across its brands, with a focus on disciplined expansion in the Canadian QSR market [5] - The company has secured 626 contractually committed retail franchise locations across its portfolio, indicating a robust growth pipeline [5] Brand Performance - Via Cibo has opened a new location in Barrhaven, Ottawa, and signed a second franchisee for the Niagara Falls region, along with a 15-Unit Area Development Agreement in Ontario [3][5] - The brand emphasizes a customer-first approach while maintaining high product quality and value [3] Related Party Transaction - The transaction involving Via Cibo includes directors of Happy Belly, qualifying it as a related party transaction under Multilateral Instrument 61-101 [7] - The company is relying on exemptions from formal valuation and minority approval requirements due to the transaction's market capitalization implications [7][8]