Happy Belly Food Group Announces the Signing of a Binding Agreement to Acquire 50% of Ghost Taco Fast Casual Restaurant Chain

Rhea-AI Summary

Happy Belly Food Group (OTCQB: HBFGF) signed a binding LOI on May 4, 2026 to acquire 50% of Ghost Taco via a joint venture (JVCo), with rights to acquire the remaining 50%.

Ghost Taco is an Ontario-based, asset-light franchised chain with 6 established locations, described as debt free and cashflow positive. The deal becomes Happy Belly's 11th restaurant brand and will integrate into its accelerated M&A program featuring 681 contractually committed locations.

Positive

• 50% JV acquisition with option to acquire remaining 50%
• Ghost Taco reported as debt free and cashflow positive
• Asset-light franchised model with 6 established Ontario locations
• Integration into Happy Belly's accelerated M&A program with 681 committed locations

Negative

• Transaction currently documented as a binding LOI; closing and final terms remain pending
• No purchase price or valuation disclosed in the announcement

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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 4^th, 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 11^th restaurant brand, 12^th 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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Sean Black
Co-founder, Chief Executive Officer

Shawn Moniz
Co-founder, President

FOR FURTHER INFORMATION, PLEASE VISIT:
www: www.happybellyfg.com or email hello@happybellyfg.com
If you wish to contact us please call: 1-877-589-8805

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295943

FAQ

What did Happy Belly (HBFGF) announce about acquiring Ghost Taco on May 4, 2026?

Happy Belly announced a binding LOI to acquire 50% of Ghost Taco with rights to the remaining 50%. According to the company, the deal will form a JVCo to support franchise expansion and operational support across sales, branding, and logistics.

How many Ghost Taco locations are involved in the HBFGF deal and what is the model?

Ghost Taco operates 6 established real estate locations in Ontario and uses an asset-light franchised model. According to the company, the JV will leverage franchising plus targeted corporate openings to scale the brand.

Will the Ghost Taco acquisition be accretive to Happy Belly (HBFGF)?

The company characterized the acquisition as expected to be accretive, citing Ghost Taco's debt-free, cashflow-positive status. According to the company, integration is planned into its M&A program to drive franchised growth and revenue expansion.

Has Happy Belly disclosed the purchase price or closing timeline for the Ghost Taco transaction?

No purchase price or definitive closing date was disclosed in the announcement. According to the company, the parties signed a binding LOI on May 4, 2026 and will incorporate the JVCo as the next step.

What strategic benefits does Happy Belly (HBFGF) expect from adding Ghost Taco to its portfolio?

Happy Belly expects to expand a Mexican-inspired fast-casual concept through franchising and operational support. According to the company, Ghost Taco adds founder-led brand expertise and aligns with its unit-economics criteria for scalable growth.