Tony G Co-Investment Holdings Enters into Transaction Agreement

Toronto, Ontario--(Newsfile Corp. - November 16, 2023) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company") is pleased to announce it has entered into an arm's length transaction agreement (the "Transaction Agreement") with Alclin Manufacturing Proprietary Limited ("Alclin Manufacturing"), Alclin Proprietary Limited ("Alclin") and Christo Gustav Coetzee (the "Vendor") dated November 16, 2023, pursuant to which the Company shall acquire up to 500,000 ordinary shares in the capital of Alclin Manufacturing and 500,000 ordinary shares in the capital of Alclin for aggregate consideration of US$5,000,000 (the "Transaction").

Alclin Manufacturing and Alclin are engaged in the research, development, production and distribution of diphosphopyridine nucleotide (DPN™) a naturally occurring co-enzyme, also known as NAD (nicotinamide adenine dinucleotide), with wide scope and potential to further support and develop growing global interest in this and related areas also via means of on-line commerce. Currently, there are 50,000 ordinary shares in the capital of each of Alclin and Alclin Manufacturing.

The Transaction will be completed over five tranches, ending on or about April 30, 2024. Pursuant to the Transaction Agreement, the Company shall make the following payments (each, a "Consideration Payment") to acquire the ordinary shares in each of Alclin and Alclin Manufacturing as follows:

• Upon closing of the first tranche of the Transaction, which is anticipated to be completed on or before November 24, 2023, the Company shall acquire 161,710 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$1,617,093.99 (the "First Tranche");
• On the date that is ten (10) calendar days from the completion of the First Tranche of the Transaction, the Company the Company, or a nominee of its choice, shall acquire 20,000 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$200,000 (the "Second Tranche");
• On or before December 31, 2023, the Company, or a nominee of its choice, shall acquire 129,370 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$1,293,675.19 (the "Third Tranche");
• On or before April 1, 2024, the Company, or a nominee of its choice, shall acquire 32,340 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$323,418.80 (the "Fourth Tranche"); and
• On or before April 30, 2024, the Company, or a nominee of its choice, shall acquire 156,580 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$1,565,812.02 (the "Fifth Tranche").

The Consideration Payments may and the ordinary shares in each of Alclin and Alclin Manufacturing to be acquired in the Second Tranche, the Third Tranche, the Fourth Tranche and the Fifth Tranche are contingent upon no material events or circumstances occurring that have a material adverse effect on the operations, financial positions, assets and prospects of each of Alclin and Alclin Manufacturing, from the First Tranche to the subsequent tranche(s).

In addition to the Transaction Agreement, the Company, Alclin Manufacturing, Alclin and the Vendor shall enter into a loan agreement (the "Loan Agreement") contemplated by the Transaction Agreement and pursuant to which part of each Consideration Payment shall be made by way of a loan (the "Loan") which shall be secured and guaranteed against all of the assets of each of Alclin and Alclin Manufacturing. The Loan shall bear interest at an annual interest rate of 5.5% and shall be payable on the third anniversary of the Loan Agreement. The Consideration Payments to be made as a Loan to each of Alclin and Alclin Manufacturing as follows:

• In connection with the First Tranche, the Company shall loan Alclin and Alclin Manufacturing an aggregate of US$1,405,997.19;
• In connection with the Second Tranche, the Company, or a nominee of its choice, shall loan Alclin and Alclin Manufacturing an aggregate of US$129,367.52;
• In connection with the Third Tranche, the Company, or a nominee of its choice, shall loan Alclin and Alclin Manufacturing an aggregate of US$836,797.75;
• In connection with the Fourth Tranche, the Company, or a nominee of its choice, shall loan Alclin and Alclin Manufacturing an aggregate of US$209,199.44; and
• In connection with the Fifth Tranche, the Company, or a nominee of its choice, shall loan Alclin and Alclin Manufacturing an aggregate of US$1,012,826.08.

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

For more information, please contact:

Ron Akram
Chief Executive Officer
Tel: +44 786 6464 520
Email: contact@tony.holdings.com

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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