Happy Belly Food Group Closes 100% of Above-Market Convertible Note and Offers Second Tranche Due to Investor Demand.


Toronto, Ontario (April 3rd, 2023) – Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) (“Happy Belly” or the “Company”), a leading consolidator of emerging food brands is pleased to announce that it has closed its non-brokered private placement (the “Private Placement“) of unsecured convertible debentures (the “Debentures“) for proceeds of $1,000,000. This closing represents 100% of the initial debenture offering and was subscribe to by one strategic investor. In addition, due to investor interest the company is offering a second tranche under the same terms and conditions.

“I would very much like to thank this existing shareholder for this acceleration capital.  We look forward to immediately applying this capital for M&A growth and expansion of our brand portfolio.  Happy Belly thanks this shareholder for his dedication and his support not only in this debenture, but in his continued support accumulating in the float in the open market as well.  This capital moves up our timelines as we execute on our growth strategy focused on building a stable of emerging brands”, said Sean Black, Chief Investment Officer of Happy Belly.”

“Receiving this kind of support and confidence in our growth and M&A roadmap if a reflection of validation of Happy Belly delivering increased shareholder value through its accretive and EBITDA positive M&A’s, organic and inorganic execution of growth which has allowed us to raise capital on very favourable terms that puts the preservation of shareholder value at its forefront. ”

“Due to the positive response from other shareholder and investors, we are extending our debenture with a second trance offering.  This is our second consecutive above-market convertible debenture for Happy Belly. This demonstrates the market support for our management team, growth plan, and execution deliverance despite the current challenging times for many companies attempting to raise capital. With the support and confidence of shareholders alike, we will continue to deliver shareholder value as we grow Happy Belly.”

No broker fees, warrants, or finders’ fees were paid in the closing of this financing.

Debenture Details

Each Debenture has a principal amount of $1,000, a 60 month term earning interest at the rate of twelve percent (12%) per annum payable quarterly after the Closing Date, maturing on the date that is the fifth anniversary of the first date that the Debentures are issued (the “Maturity Date”) and are convertible at the holder’s option into common shares of the Company every three months after the closing date (the “Closing Date”), but prior to the Maturity Date, into common shares at a conversion price equal to (a) C$0.30 per common share, provided that not less than 25% of the outstanding principal, and any interest amounts owed, is converted (the “Conversion Price”).

On the Maturity Date, any outstanding principal amount of the Debentures, plus any accrued and unpaid interest, shall be paid in cash. All securities issued in connection with the closing of the Private Placement are subject to a four-month and one-day statutory hold period in accordance with applicable securities laws.

About Happy Belly Food Group

Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) (“Happy Belly” or the “Company”), a leading consolidator of emerging food brands.

Happy Belly Food Group
Shawn Moniz
Chief Executive Officer


www: www.happybellyfg.com or email hello@happybellyfg.com
If you wish to contact us please call: (604) 737-2303

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

Cautionary Note Regarding Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur, and include the future performance of LumberHeads Food Co. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for Happy Belly described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis and other disclosure filings with Canadian securities regulators, which are posted on www.sedar.com.