Tony G Co-Investment Holdings Announces Sale of Sportclothes

Toronto, Ontario--(Newsfile Corp. - September 8, 2023) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company") is pleased to announce that, further to a share exchange agreement dated June 3, 2021 between the Company, Sportclothes UAB ("Sportclothes"), UAB "NTSG" (the "Selling Shareholder") and Antanas Guoga, the Selling Shareholder has exercised its option (the "Option") to acquire 2,000 shares of Sportclothes (the "Sportclothes Shares") the Company holds. As a result of the exercise of the Option, the Company has entered into a share exchange agreement (the "Agreement") dated September 7, 2023, with the Selling Shareholder and Sportclothes, pursuant to which the Selling Shareholder will acquire the Sportclothes Shares, which will result in the Selling Shareholder being the sole shareholder of Sportclothes. As consideration for the Sportclothes Shares, the Company will receive 2,060,520 common shares (the "Common Shares") in the capital of the Company, which it will return to treasury for cancellation.

Pursuant to the policies of the Canadian Securities Exchange (the "CSE") the transaction contemplated by the Agreement remains subject to receipt of all necessary corporate and regulatory approvals, including the approval of the CSE.

The transaction contempalted by the Agreement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Selling Shareholder is owned and controlled by Mr. Antanas Guoga, a direcor, officer and control person of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Sportclothes Shares does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.

For more information, please contact:

Gediminas Klepackas
Chief Executive Officer
Tel: +370 677 73470
Email: gk@tony.holdings

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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