Mr. Sean Black reports

HAPPY BELLY FOOD GROUP ANNOUNCES THE SIGNING OF A DEFINITIVE AGREEMENT AND CLOSING OF 50% ACQUISITION OF GHOST TACO FAST CASUAL RESTAURANT CHAIN

Further to Happy Belly Food Group Inc.'s announcement of entering into a binding LOI (letter of intent) for 50-per-cent acquisition of Ghost Taco on May 5, 2026, it has now signed a definitive agreement and closed the acquisition of a 50-per-cent interest in the Ghost Taco fast casual restaurant chain through a joint venture, with optionality to acquire the 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 Buckley, Grant Buckley and Steve Tallis 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, Kingston, Whitby, Barrie and Peterborough. The completed acquisition supports our continued investment in founder-led food-service brands with strong unit economics and category leading growth potential.

Ghost Taco, an asset light franchised system, has five established real estate locations in Ontario. "When looking for an acquisition we look for the 3 Ps: people, product and process. With founders Samantha Buckley, Grant Buckley and Steve Tallis 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. 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."

"Ghost Taco started as a pop-up, and what happened next was beyond anything we could have imagined. People fell in love with the food, connected with the brand and started asking us for a permanent restaurant. We listened and built it, knowing there was something really special about what Ghost Taco was becoming and believing it could become something much bigger. Today marks an incredible new chapter. With Sean Black and the Happy Belly Food Group team behind us, we have the experience and platform to take Ghost Taco across North America and build one of the most exciting and fastest-growing restaurant brands in the industry," said Samantha Buckley, Grant Buckley and Steve Tallas, founders of Ghost Taco.

"In addition to meeting our criteria for people, product and process, this acquisition structure aligns perfectly with the financial metrics and belly check criteria Happy Belly looks for in an acquisition, being debt-free and cash flow positive," added Mr. Black. "With the transaction now closed, this acquisition becomes part of our accelerated M&A program, joining our existing pipeline of 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 definitive agreement and completed the formation of a joint venture (JVCo) for the purposes of franchise expansion and growth of the Ghost Taco fast-casual restaurant brand.

At closing, the owners of Ghost Taco transferred the IP and other intellectual assets of the Ghost Taco franchised system to JVCo in exchange for 50 per cent of the common shares of JVCo. Happy Belly subscribed for an equal number of common shares representing a 50-per-cent shareholding in JVCo, and will provide 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 option.

The completed acquisition represents the incorporation of Happy Belly's first acquisition of 2026.

"Our approach has always been to focus on the development of emerging brands in the food sector. Ghost Taco is 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 in a meaningful way very shortly.

"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 Buckley, Grant Buckley and Mr. Tallas 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, 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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