Restart Life Sciences Signs Binding LOI to Acquire The Holy Crap Foods Portfolio of Brands and Manufacturing Plant

Executive Summary

• Restart Life Sciences Corp. has signed a binding LOI to acquire 100% of Holy Crap Foods Inc. for CAD $1,000,000 (cash), with a CAD $100,000 deposit paid upon signing.
• The acquisition adds a profitable health‑food brand and a co‑packer production facility in British Columbia, supporting Restart’s 2026 multi‑brand growth strategy and vertical integration goals.
• Closing is expected in early 2026 pending CSE approval; a Business Acquisition Report will be filed within 75 days of closing.

Key Details

• Purchase Price: CAD $1,000,000 cash (subject to working‑capital adjustments); post‑closing adjustments payable within 12 months and secured against Holy Crap assets.
• Deposit Paid: CAD $100,000 (10% of purchase price) paid to Happy Belly Food Group Inc. upon LOI execution.
• Closing Timeline: Anticipated early 2026; subject to Canadian Securities Exchange approval.
• Regulatory Filing: Restart will file a Business Acquisition Report (“BAR”) within 75 days after closing, as required by NI 51‑102.
• Strategic Rationale:
• Provides vertical integration of supply chain (brand → manufacturing).
• Expected cost reductions, improved quality control, and economies of scale for future brand acquisitions and organic development.
• Adds a cash‑flow‑positive operation with established retail footprint (~800 locations) and > $1 M annual sales.
• Holy Crap Highlights:
• Consecutive years of profitability; double‑digit sales growth; > 30,000 loyalty customers.
• Over $1 M in annual sales across Canada, U.S., Caribbean; presence in 70+ grocery chains.
• Positive EBITDA and bottom‑line profitability.
• Operational Plan: Holy Crap will operate as a standalone subsidiary, retaining its existing brand, channels, and manufacturing facility while leveraging Restart’s resources for expansion and product development.
• Management Quote (CEO Steve Loutskou): Emphasized the acquisition as “cash‑flow positive accretive” and the first of many steps in executing the 2026 growth roadmap.

Notable Quotes

“We believe that this Acquisition is a cash‑flow positive accretive opportunity for Restart, as we start our Company's 2026 multi‑branded growth strategy… This is the first of many more to come as we execute on our strategic 2026 roadmap.” – Steve Loutskou, CEO, Restart Life Sciences Corp.