Mr. Steve Loutskou reports

RESTART LIFE SCIENCES SIGNS BINDING LOI TO ACQUIRE THE HOLY CRAP FOODS PORTFOLIO OF BRANDS AND MANUFACTURING PLANT

Restart Life Sciences Corp. has signed a binding letter of intent dated Dec. 21, 2025, which sets out the proposed terms by which the company would acquire 100 per cent of the shares of Holy Crap Foods Inc. from Happy Belly Food Group Inc. Upon closing of the acquisition, Restart would acquire the Holy Crap Foods portfolio of brands and a co-packer production facility in British Columbia, which will serve as the official production partner for the company's Brain Balls and other product lines.

The acquisition is a strategic move that management believes greatly accelerates the company's development road map. Holy Crap is a recognized leader in the health food industry and has a proven record of success in the production and distribution of health-conscious, clean-label food products. Management believes that the acquisition will be highly positive for vertical integration as it would allow the combined entity to control more stages of the supply chain and could lead to reduced transaction costs, improved operational efficiencies, better quality control and enhanced market responsiveness.

"We believe that this acquisition is a cash-flow-positive, accretive opportunity for Restart as we start our company's 2026 multibranded growth strategy to acquire and develop profitable brands in the health and wellness, science-informed, better-for-you brand category. In addition to acquiring the Holy Crap revenue-generating and profitable health and wellness brand, the acquisition also comes with a manufacturing co-packer facility that we intend to utilize to streamline and consolidate future brand acquisitions and organic brand development for realized product economies of scale, labour efficiently and combined purchasing power for raw goods -- leading to an overall reduction of manufacturing costs. This is the first of many more to come as we execute on our strategic 2026 road map," said Steve Loutskou, chief executive officer of Restart.

Acquisition overview

Pursuant to the LOI, the parties are diligently negotiating a definitive share purchase agreement, whereby Restart will acquire Holy Crap and its assets for a purchase price of $1-million, subject to working capital adjustments, payable in cash. Any postclosing payment adjustments shall be made within 12 months of closing and will be secured against the assets of Holy Crap. Upon the signing of the LOI, Restart is to pay Happy Belly Food Group a cash deposit of $100,000, being equal to 10 per cent of the purchase price.

The parties expect the acquisition to close in early 2026 and be subject to approval by the Canadian Securities Exchange.

Restart anticipates that the acquisition will be considered a significant acquisition in accordance with National Instrument 51-102, Continuous Disclosure Obligations, and, therefore, the company expects to file a business acquisition report (BAR) within 75 days of closing.

The acquisition adds a cash-flow-positive operation to Restart's portfolio and represents a key milestone in establishing Restart as a revenue-generating company.

About Holy Crap

Founded and operated in Gibsons, B.C., Holy Crap is a leading Canadian health food brand best known for its high-fibre, plant-based, gluten-free cereals and oatmeal once featured on Dragons' Den and featured by Chris Hadfield, Canada's foremost astronaut, as a healthy and nutritious food consumed by astronauts on the International Space Station. With a fully integrated production facility located in Gibsons, the brand has established a strong national retail presence, with products currently available in numerous retail outlets across Canada. Its mission to promote gut health and overall well-being aligns directly with Restart's mandate of delivering innovative, better-for-you products that address various health challenges and continuing its continuing research focused on improving brain and mental health. Holy Crap has built a loyal customer base across Canada through its commitment to health, taste and sustainability. The brand's gluten-free, non-GMO (genetically modified organism) and high-fibre products are crafted to support digestive wellness and sustained energy throughout the day.

Financial and operational highlights of Holy Crap:

• Consecutive years of profitability;
• Consistent double-digit annual sales growth for recent years;
• Four distinct sales channels (on-line, direct, wholesale and retail);
• Over $1-million in annual sales;
• Sales in Canada, United States and the Caribbean;
• National in-store retail footprint exceeding approximately 800 consumer locations across Canada;
• Listed in over 70 national and independent grocery chains;
• Positive EBITDA (research and development) and bottom-line profitability;
• More than 30,000 customers in an active CRM (customer relationship management) loyalty program;
• Proudly produced in Canada with a manufacturing facility, emphasizing Canadian quality and origin.

National and regional retail banners

Holy Crap products are represented across a broad network of major banners, including Metro, Fortino's, Whole Foods, Healthy Planet, IGA, Longo's, Save-On-Foods, London Drugs, Safeway, Nature's Fare, Choices Market, Nature's Emporium, Highland Farms and dozens more.

Strategic structure and operational focus

Restart intends to operate Holy Crap as a stand-alone subsidiary of the company, preserving and strengthening its existing operations while enhancing its reach into additional markets, new product lines and complementary wellness products, advancing Restart's mission to utilize the co-packing facility with its own products and development for further economies of scale and vertical integration of future product lines. Holy Crap will continue to build on its established brand, retail footprint and production capabilities while benefiting from Restart's broader strategic vision and resources.

Restart will remain focused on the development and creation of innovative health and wellness products, serving the broader wellness market with a particular emphasis on brain health, cognitive function, focus and memory, including products designed to support individuals with ADHD (attention-deficit/hyperactivity disorder) or related conditions.

In parallel, the company plans to continue to advance its food technology and research studies to support and expand all current and future product lines across the Holy Crap brand as well as other Company-owned brands, which focus on improving brain and mental health. These initiatives are intended to explore new formulations, functional ingredients and health-forward innovations that align with the company's long-term wellness strategy. Restart is continuing to actively seek collaborations with reputable scientific organizations to validate product efficacy through clinical and functional studies.

Management commentary

Restart extends its appreciation to shareholders for their continued support as the company advances its mission and executes on its strategic growth initiatives.

About Restart Life Sciences Corp.

Restart Life Sciences is a Canadian-based life sciences company listed on the CSE.

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