Toronto, Ontario--(Newsfile Corp. - May 5, 2026) - Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company"), a leader in acquiring and scaling emerging food brands across Canada, is pleased to announce it has signed as of May 4th, 2026, a binding LOI agreement that will see a 50% acquisition of the Ghost Taco fast casual restaurant chain through the formation of a joint venture with optionality to acquire remaining 50%.
Happy Belly 1
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Ghost Taco is a fast-growing Ontario-based fast-casual restaurant brand specializing in bold, Mexican-inspired tacos, bowls, sides and desserts. Founded by Samantha and Grant Buckley as a pop-up, Ghost Taco has grown into a multi-location concept with a playful "unauthentic Mexican" positioning. The brand has built a loyal customer following through its distinctive flavors, strong local appeal and memorable brand identity, supported by a scalable franchise model and an expanding footprint across Ontario, including Newmarket, Toronto, Kingston, Whitby, Barrie, Peterborough and other markets. The acquisition supports our continued investment in differentiated, founder-led foodservice brands with strong unit economics and meaningful growth potential.
Happy Belly 2
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This acquisition represents the incorporation of Happy Belly's 11th restaurant brand, 12th overall, and the first acquisition of 2026.
Ghost Taco, an asset light franchised system, has 6 established real estate locations in Ontario. "When looking for an acquisition we look for the 3 P's: People, Product and Process. With co-founders Samantha and Grant Buckley of Ghost Taco, we found exactly that," said Sean Black, Chief Executive Officer of Happy Belly.
"I have been looking for the right brand to get back into the Mexican-inspired category where I had previous success founding and growing Mucho Burrito to be the market leader in Canada for fast casual Mexican. It is going to be a lot of fun growing Ghost Taco into what we believe can be the next leader in fast casual Mexican in North America. I love working with founders and trying to help their emerging brands reach their full potential. Sam, Grant & Steve welcome to the Happy Belly family… I can't wait to get started growing the business together."
Happy Belly 3
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"In addition to meeting our criteria for people, product, and process, this acquisition aligns perfectly with the financial metrics and belly check criteria Happy Belly looks for in an acquisition, being debt free and cashflow positive. Once closed, this transaction will integrate into our accelerated M&A program, which includes 681 contractually committed locations across multiple emerging brands at various stages of development, construction, and operation. Our dual expansion strategy, combining franchised growth with targeted corporate store openings highlights our focus on disciplined, predictable growth as we advance toward becoming Canada's leading restaurant consolidator."
Acquisition Details
Happy Belly and Ghost Taco have signed a binding LOI agreement for the formation of a joint venture ("JVCo") for the purposes of franchise expansion and growth of the Ghost Taco fast casual restaurant brand.
Upon establishment of the JVCo, a new company will be incorporated ("JVCo"), and the owners of Ghost Taco will transfer the IP and other intellectual assets of the Ghost Taco franchised system in exchange for 50% of the common shares of JVCo. Happy Belly will subscribe for an equal number of common shares representing 50% shareholding in the JVCo for brining its advisory support across key areas of the business, focusing on sales and growth strategy, franchising, branding and marketing, corporate development, logistical optimization, and operations support. Happy Belly has also obtained the rights to acquire the remaining 50% of the business at its optionality.
"Our approach has always been to focus on the development and growth of emerging brands in the food sector. Ghost Taco will be an accretive acquisition by Happy Belly Food Group, and it is anticipated that our franchising program will deliver new franchised locations that will continue to drive both the top line and bottom line of the company."
"We are just getting started," added Sean Black.
About Ghost Taco
Ghost Taco is an Ontario-based fast-casual restaurant brand serving bold, Mexican-inspired tacos, bowls, sides and desserts. Founded by Samantha and Grant Buckley as a pop-up, Ghost Taco has grown into a distinctive multi-location concept known for its playful "unauthentic Mexican" positioning, memorable brand identity and loyal customer following. Today, the brand continues to expand across Ontario through a scalable franchise model, with locations in markets including Newmarket, Toronto, Kingston, Whitby, Peterborough and Barrie.
Franchising
For franchising inquiries please see www.happybellyfg.com/franchise-with-us/ or contact us at hello@happybellyfg.com.
About Happy Belly Food Group
Happy Belly Food Group Inc. (CSE: HBFG) (OTCQB: HBFGF) ("Happy Belly" or the "Company") is a leader in acquiring and scaling emerging food brands. The Company's portfolio includes Heal Wellness, Rosie's Burgers, Yolks Breakfast, Via Cibo Italian Street Food, iQ Food Co., and others.
Happy Belly Food Group
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Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Forward-Looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur and include the future performance of Happy Belly and her subsidiaries. Forward-Looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for Happy Belly described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis and other disclosure filings with Canadian securities regulators, which are posted on www.sedarplus.ca.
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