Happy Belly Food Group Signs Order for 3rd Above-Market Convertible Note

Rhea-AI Summary

Happy Belly Food Group Inc. secures a $1 million private placement of unsecured convertible debentures from Trio Capital Group Inc., aiming to accelerate organic and inorganic growth. The debentures have a 36-month term with 12% interest split into cash and deferred components, convertible into common shares at C$0.50 per share.

Toronto, Ontario--(Newsfile Corp. - February 13, 2024) - 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 signed a lead order for a non-brokered private placement (the "Private Placement") of unsecured convertible debentures (the "Debentures") for total gross proceeds of $1,000,000 CDN received from a strategic investment fund, Trio Capital Group Inc. ("Trio Capital Group").

"I would like to thank Trio Capital Group for their investment, especially Mr. Paul Paletta for his support of Happy Belly 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 plan as a company allows us to accelerate both our organic and inorganic growth in 2024-2025."

"This is our third consecutive above-market convertible debenture for Happy Belly which demonstrates the market support for this management team. With the support and confidence of shareholders alike, we plan to deliver real shareholder value as we grow Happy Belly."

Debenture Details:

Each Debenture has a principal amount of $1,000, a 36-month term earning interest at the rate of twelve percent (12%) per annum split into two components:

a) 6% interest will be paid in cash on a quarterly basis, and

b) 6% interest will be deferred for the 36-month term until conversion of the debenture into common shares.

At any time following the Closing Date (as defined below), if the ten (10) day daily moving average, being the average closing price of the Shares on the Exchange for a period of ten (10) consecutive trading days, is greater than C$1.00 per Share, the Issuer may, at its exclusive discretion, force the conversion of the aggregate Principal Amount, plus any accrued and unpaid interest, of the then outstanding Convertible Debentures on the same terms as applicable to the exercise of the conversion privileges by the holder, by providing each holder with 30 days' written notice.

The conditions above come into affect on the Closing Date, maturing on the date that is the third 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 after the closing date (the "Closing Date"), but prior to the Maturity Date, at a conversion price equal to C$0.50 per common share, provided that any interest amounts owed, is also 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 and/or converted in accordance with the terms of the debenture. 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. The proceeds of the Private Placement will be used for M&A purposes.

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

Anticipated close is February 2024.

About Happy Belly Food Group

Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: VGANF) is a leading consolidator of emerging food brands.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6625/197733_3e1f58f1d45f898a_002full.jpg

For franchising inquiries please see www.happybellyfg.com/franchise-with-us/ or contact us at hello@happybellyfg.com.

Happy Belly Food Group
Shawn Moniz
Founder, Chief Executive Officer

FOR FURTHER INFORMATION, PLEASE VISIT:

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 Happy Belly and her subsidiaries. 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.sedarplus.ca.

The securities to be issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/197733

FAQ

What is the principal amount of each Debenture in the private placement?

Each Debenture has a principal amount of $1,000.

What is the interest rate on the Debentures?

The Debentures earn interest at a rate of twelve percent (12%) per annum, split into 6% cash interest paid quarterly and 6% deferred interest for the 36-month term.

At what price can the Debentures be converted into common shares?

The Debentures can be converted into common shares at a price of C$0.50 per share.

What happens if the daily moving average price of the shares is greater than C$1.00 per share?

In such a scenario, the Issuer may force the conversion of the Debentures into common shares at the same terms as applicable to the holder.

What is the maturity date for the Debentures?

The maturity date for the Debentures is the third anniversary of the first date of issuance.