Mr. Sean Black reports

HAPPY BELLY FOOD GROUP ANNOUNCES THE SIGNING OF A BINDING AGREEMENT TO ACQUIRE 50% OF GHOST TACO FAST CASUAL RESTAURANT CHAIN

Happy Belly Food Group Inc. has signed as of May 4, 2026, a binding LOI (letter of intent) agreement that will see a 50-per-cent acquisition of the Ghost Taco fast casual restaurant chain through the formation of a joint venture with optionality to acquire remaining 50 per cent.

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 multilocation concept with a playful "unauthentic Mexican" positioning. The brand has built a loyal customer following through its distinctive flavours, 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.

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 six established real estate locations in Ontario. "When looking for an acquisition we look for the three 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 and Steve welcome to the Happy Belly family ... I can't wait to get started growing the business together."

"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 cash flow 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 per cent of the common shares of JVCo. Happy Belly will subscribe for an equal number of common shares representing 50-per-cent 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 per cent 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 Mr. 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 multilocation 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.

About Happy Belly Food Group Inc.

Happy Belly Food Group 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.

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