Mr. Steve Loutskou reports

RESTART LIFE SCIENCES EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE HOLY CRAP FOODS

Further to Restart Life Sciences Corp.'s news release dated Dec. 22, 2025, it has entered into a share purchase agreement among Holy Crap Foods Inc. and Happy Belly Coffee Inc. (the vendor), a subsidiary of Happy Belly Food Group Inc. (Canadian Securities Exchange: HBFG) that owns all of the issued and outstanding shares of Holy Crap, dated Feb. 12, 2026, for the acquisition of 100 per cent of the issued and outstanding shares of Holy Crap.

The execution of the definitive agreement follows the completion of due diligence by both parties and supersedes the previously announced binding letter of intent.

Subject to the satisfaction or waiver of customary closing conditions, the company anticipates the closing of the acquisition to occur within the next 10 business days.

Pursuant to the definitive agreement, Restart Life will acquire all of the issued and outstanding shares of Holy Crap from the vendor for a purchase price of $1-million in cash, subject to customary working capital adjustments. Any postclosing adjustments will be determined in accordance with the terms set forth in the definitive agreement.

The acquisition includes the Holy Crap portfolio of brands and its British Columbia-based manufacturing facility. Upon closing, Holy Crap is expected to operate as a wholly owned subsidiary of Restart Life.

Management believes the acquisition aligns with Restart Life's stated strategy of acquiring and developing revenue-generating, health-focused consumer brands within the broader wellness category.

The inclusion of Holy Crap's manufacturing facility is expected to provide operational flexibility for both existing and future product lines. Restart Life intends to maintain Holy Crap's existing operations while evaluating opportunities for measured expansion, product development and operational integration consistent with prudent capital management practices.

Steve Loutskou, chief executive officer of Restart Life, stated: "We would like to thank our shareholders for their continued support as we work to execute on our strategic objectives in a disciplined and transparent manner. We also extend our appreciation to the team at Happy Belly Food Group for their co-operation and professionalism throughout the due diligence process, which allowed both parties to advance the transaction efficiently. 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."

The company will provide further updates upon completion of the acquisition.

About Holy Crap Foods Inc.

Holy Crap Cereal, a Holy Crap brand, is a premium breakfast brand known for its delicious, nutrient-dense cereals made with simple, wholesome ingredients. Founded in Gibsons, B.C., Holy Crap has built a loyal customer base across Canada through its commitment to health, taste and sustainability. The company's gluten-free, non-GMO (genetically modified organism) and high-fibre products are crafted to support digestive wellness and sustained energy throughout the day.

About Restart Life Sciences Corp.

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

We seek Safe Harbor.