Givex Announces Update on Continuance and Name Change and Annual and Special Meeting to Be Held in 2023

Toronto, Ontario--(Newsfile Corp. - November 9, 2022) - Givex Information Technology Group Limited (TSX: GIVX) (OTCQX: GIVXF) (the "Company" or "Givex") announces that it intends to file this week articles of continuance to continue the Company out of the Province of British Columbia and into the Province of Ontario under the provisions of the Business Corporations Act (Ontario) (the "Continuance"), and concurrently upon filing its articles of continuance change its name from "Givex Information Technology Group Limited" to "Givex Corp" (the "Name Change" and, together with the Continuance, the "Continuance and Name Change").

The Continuance and Name Change was overwhelmingly approved by the shareholders of the Company by a special resolution passed at the Company's annual and special meeting held on May 26, 2022 (the "Meeting") with an approval rate of 98.3% of the votes cast at the Meeting. In addition, shareholders of the Company were given rights of dissent with respect to the Continuation.

As noted in the Company's management information circular in respect of the Meeting, on account of the majority of the Company's management and the head office of the Company being located in Ontario, the board of directors of the Company (the "Board") determined that it would be most efficient and cost effective for the Company to be governed by the laws of Ontario and authorized the Continuance and Name Change on April 19, 2022. The rationale for the Name Change is to ease certain administrative and logistical matters and to revert to how the Corporation was referred to during its twenty-two year history prior to completing its reverse takeover transaction and listing on the Toronto Stock Exchange in December of 2021.

There will be no change in the ticker symbol of the Company in connection with the Continuation and Name Change. A copy of the Certificate of Continuance once issued by the Ministry of Government and Consumer Services will be available on SEDAR at www.SEDAR.com.

Update on Annual and Special Meeting for 2023 and Shareholder Requisition Matter

In the Company's press release dated November 7, 2022, it announced the formation of a special committee of the Board to review and make recommendations to the Board related to the requisition for a shareholders meeting (the "Requisition") delivered by Inter.Act Venture Fund Inc. ("Inter.Act Venture") on November 2, 2022.

Having concluded this review process, the Company intends that at its next annual meeting (the "2023 Meeting") certain matters raised in the Requisition will be included on the agenda for the 2023 Meeting. Specifically, Mr. Ladouceur, Inter.Act Venture's director nominee identified in the Requisition, will be included in the list of individuals standing for election to the board. The number of directors to be elected will be six. Also, the three advisory resolutions included in the Requisition will be included as special business to be voted upon at the 2023 Meeting. The Company has communicated this position to Inter.Act Venture.

About Givex

Givex (TSX: GIVX) (OTCQX: GIVXF) is a global fintech company providing merchants with customer engagement, point of sale and payment solutions, all in a single platform. We are integrated with 1000+ technology partners, creating a fully end-to-end solution that delivers powerful customer insights. Our platform is used by some of the world's largest brands, comprising approximately 118,000 locations across more than 100 countries. Learn more at givex.com.

Additional information on Givex can be found by reviewing its profile on SEDAR at www.SEDAR.com.

Legal Notice

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Disclaimer for Forward-Looking Statements

Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance objectives or achievements of the Company, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. These statements reflect the Company's current views regarding future events and operating performance, are based on information currently available to the Company, and speak only as of the date of this press release. Although the Company believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, undue reliance should not be placed on these forward-looking statements, which are not guarantees and are subject to certain risks, uncertainties and assumptions, which may cause actual performance and financial results to differ materially from such forward-looking statements. The forward-looking statements included in this press release are made only at the date of this press release and, except as required by applicable securities laws, the Company does not undertake to publicly update such forward-looking statements to reflect new information, future events or otherwise.

For further information, please contact:

Joe Donaldson, Chief Marketing Officer, ir@givex.com, 416.350.9660 CO: Givex

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/143712