Restart Life Sciences Executes Definitive Agreement to Acquire Holy Crap Foods

Executive Summary

• Restart Life Sciences Corp. entered into a definitive share purchase agreement to acquire 100% of Holy Crap Foods Inc. for cash consideration of $1,000,000.
• The acquisition includes Holy Crap’s portfolio of health‑focused cereal brands and its British Columbia manufacturing facility, which will become a wholly owned subsidiary of Restart Life.
• Closing is expected within ten business days pending customary closing conditions; the deal aligns with Restart Life’s strategy to expand revenue‑generating wellness consumer brands.

Key Details

• Transaction Structure: Share purchase agreement dated February 12 2026 between Restart Life, Holy Crap Foods Inc. (the “Vendor”), and Happy Belly Coffee Inc., a subsidiary of Happy Belly Food Group Inc. (CSE: HBFG).
• Purchase Price: $1,000,000 cash, subject to customary working‑capital adjustments and post‑closing adjustments per the definitive agreement.
• Assets Acquired: All issued and outstanding shares of Holy Crap Foods Inc., including its brand portfolio (e.g., Holy Crap Cereal) and a BC‑based manufacturing facility.
• Closing Timeline: Anticipated within ten (10) business days after execution, subject to satisfaction or waiver of standard closing conditions.
• Strategic Rationale: Enhances Restart Life’s presence in the health‑focused consumer goods sector; provides operational flexibility via an in‑house co‑packer for existing and future product lines.
• Post‑Closing Plans: Holy Crap will operate as a wholly owned subsidiary; management will maintain current operations while evaluating expansion, product development, and integration opportunities.
• Management Commentary: CEO Steve Loutskou highlighted the acquisition’s alignment with long‑term objectives, the existing revenue base of Holy Crap, and the importance of prudent capital management during integration.

Notable Quotes

“We believe Holy Crap represents a well‑established brand with an existing revenue base and manufacturing capabilities that complement our long‑term objectives… Upon closing, management's focus will be on ensuring operational continuity and carefully evaluating integration opportunities in a manner that prioritizes sustainability and prudent growth.” – Steve Loutskou, CEO, Restart Life Sciences Corp.