Vancouver, British Columbia--(Newsfile Corp. - December 22, 2025) - Restart Life Sciences Corp. (CSE: HEAL) (FSE: HN30) (OTC Pink: NMLSF) ("Restart" or the "Company") is pleased to announce that it has signed a binding letter of intent dated December 21^st, 2025 (the "LOI"), which sets out the proposed terms by which the Company would acquire 100% of the shares of Holy Crap Foods Inc. ("Holy Crap"), from Happy Belly Food Group Inc. (CSE: HBFG) (the "Acquisition"). 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 roadmap. Holy Crap is a recognized leader in the health food industry and has a proven track 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 multi-branded 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, labor 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 roadmap," 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 CAD$1,000,000, subject to working capital adjustments, payable in cash. Any post-closing 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 Inc. a cash deposit of CAD$100,000, being equal to 10% of the purchase price.

The parties expect the Acquisition to close in early 2026, and will be subject to approval by the Canadian Securities Exchange ("CSE").

Restart anticipates that the Acquisition will be considered a "significant acquisition" in accordance with National Instrument 51-102 - Continuous Disclosure Obligations, and therefor the Company expects to file a business acquisition report (a "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, British Columbia, 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 ongoing 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, and high-fiber products are crafted to support digestive wellness and sustained energy throughout the day. Visit the company's website at www.holycrap.com.

Financial and Operational Highlights of Holy Crap

• Consecutive years of profitability;

• Consistent double-digit annual sales growth for recent years;

•  Four Distinct Sales Channels (online, direct, wholesale, retail);

•  Over $1,000,000 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 and bottom-line profitability;

• More than 30,000 customers in an active CRM loyalty program;

• Proudly produced in Canada with a manufacturing facility, emphasizing Canadian quality and origin.

National & 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 standalone 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 Restarts 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 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 Corp. is a Canadian-based life sciences company listed on the CSE. For more information about Restart, please visit the Company's website at www.restartlife.co.

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Restart' actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements relating to the closing of the Acquisition and the satisfaction of the related conditions precedent and the timing thereof, the entering into of the definitive agreement by the parties, the perceived benefits of the Acquisition, the ability for Restart to integrate Holy Crap's business into its existing operations; the benefits of vertically integrating the co-packer facility; anticipated closing date, receipt of CSE approval, filing of the BAR, and the Company's expectations relating to Holy Crap.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company receiving CSE approval of the Acquisition, the inherent risks and uncertainties associated with the Acquisition, the Company's financial condition, the risk that the anticipated benefits of the Acquisition may not be fully realized or take longer to realize than expected; market volatility; the state of the financial markets for the Company's securities; the ability for the parties to complete the audited financial statements of Holy Crap in order to file the BAR on time; and general business, economic, competitive, political and social uncertainties;. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, the receipt of CSE approval of the Acquisition, the parties' entry into the definitive agreement and satisfaction of all conditions precedent, that the parties will completed the audited financial statements of Holy Crap on time for the filing of the BAR; that Restart will be able to successfully integrate the Holy Crap assets into its existing operations; and the current and future social, economic and political conditions.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those expressed or implied in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. Readers are encouraged to read the Company's continuous disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

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