On June 27, 2024, Happy Belly Food Group Inc. closed the transaction. The company has issued 2,000 convertible debentures at a price of CAD 1,000 for the gross proceeds of CAD 2,000,000. Each Debenture has a principal amount of CAD 1,000, a three-year term earning interest at the rate of twelve percent per annum payable quarterly after the closing date of the Private Placement, maturing on the date that is the third anniversary of the first date that the Debentures are issued and are convertible, at the holder's option, into common shares of the company every three months after the closing date, but prior to the Maturity Date, at a conversion price equal to CAD 0.75 per share, provided that not less than 25% of the outstanding principal, and any interest amounts owed, is converted.

On the Maturity Date, any outstanding principal amount of the Debentures, plus any accrued and unpaid interest, shall be paid in cash. The Debentures are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. No finder's fees were paid in connection with the Private Placement.

The debentures will mature on June 27, 2027.