Happy Belly Food Group Inc. (CNSX:HBFG) signed a binding Letter of Intent to acquire Via Cibo Restaurant Chain from Crave It Restaurant Group Inc. on January 4, 2024. Via Cibo is debt free and cashflow positive. The accretive transaction is based on a post close 12-month earn out agreement based on 6.0x EBITDA and will be paid in all stock.

Upon close a portion of the earn-out will be issued in restricted stock and issued to the insiders of Sean Black, Mark Rechichi and Alex Rechichi. Happy Belly Food anticipates the closing of this agreement to take place within Q1 2024. As of April 23, 2024 the consideration of CAD 0.45 million.

(i) common shares of the Company (the ?Consideration Shares?) in the aggregate value of CAD 450,000, in exchange for all of the issued and outstanding shares in the capital of CraveIt. (ii) common shares of the Company in the aggregate value of 50,000 as a working capital payment (the ?Working Capital Shares?), with the Consideration Shares and Working Capital Shares to be issued at a price that is equal to the 10 day VWAP of the Company?s common shares as of the day immediately prior to the Closing Date. Out of the Consideration Shares, CAD 360,000 in shares will be restricted from trading for 12 months (the ?Base Purchase Price?) and CAD 90,000 in shares to be restricted for 13 months, with CAD 45,000 in shares (the ?Escrowed Shares?) of the CAD 90,000 to be held in escrow.

The parties have appointed Garfinkle Biderman LLP as escrow agent (the ?Escrow Agent?) with respect to the Escrowed Shares pursuant to the terms of the Share Exchange Agreement.