Happy Belly Food Group Closes Acquisition Of SALUS Fresh Foods QSR Restaurant Chain

(MENAFN- Newsfile Corp) Toronto, Ontario--(Newsfile Corp. - August 21, 2025) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) (" Happy Belly " or the " Company "), a leader in acquiring and scaling emerging food brands across Canada is pleased to announce that further to its news release on November 1^st, 2024 announcing the signing of a definitive agreement to acquire 50% of the SALUS (" Salus ") Fresh Foods Restaurant Chain, all closing matters have been completed and the acquisition has closed. Salus serves fresh bowls, sandwiches, wraps, soups, smoothies and healthy treats the whole family can enjoy.

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"Happy Belly entered the first half of 2025 with strong organic growth across its portfolio of emerging brands. Building on this momentum, the company is proud to announce inorganic growth with the accretive acquisition of Salus on a debt free and cashflow positive basis, taking our business to the next level as we begin consolidating sectors to create a high-performing portfolio of brands," said Sean Black, Chief Executive Officer of Happy Belly. "With this acquisition, Happy Belly adds its tenth (10^th) restaurant brand and twelfth (12^th) food brand overall, totalling 73 restaurants and advancing our mission to become Canada's leading consolidator of emerging food brands."

Salus Fresh Foods is an asset light 100% franchised system with nine (9) established street-front and food court real-estate locations in Ontario. "When looking for an acquisition we look for the 3 P's: People, Product and Process. With co-founders Adam and David Spagnuolo of SALUS Fresh Foods, we found exactly that."

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The acquisition brings synergies that both brands can leverage, such as streamlined integration into our established frameworks for real-estate, franchising, accounting, purchasing, supplier contracts, rebate systems, shared resources, and marketing support. These efficiencies will drive productivity and optimize labor costs, allowing us to continue focusing on the development and growth of emerging brands in the food sector."

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Acquisition Details
Happy Belly will issue 272,479 common shares in the capital stock of the Company at a price of $1.101 per share, equal in value to $300,000 (based on a 10-day VWAP) for 50% ownership of Salus Fresh Foods, representing an estimated purchase price of 2.4x normalized EBITDA. Happy Belly has also obtained the rights to acquire the remaining 50% of the business at its optionality.
"We are just getting started," said Sean Black.

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About SALUS Fresh Foods
Fresh, Healthy, Made from Scratch, Delicious. Everyday our team is slicing, dicing, roasting, marinating, saucing, and having fun while ensuring that every meal is fresh, simple, and delicious. Salus locations are ideally selected in the heart of large urban areas fed by mass transit, with access to busy professionals, students, and families who are in need of a quick and healthy meal.
Franchising
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About Happy Belly Food Group
Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company") is a leader in acquiring and scaling emerging food brands across Canada.

Happy Belly Food Group

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