Tony G Co-Investment Holdings Enters into Loan Agreement

Toronto, Ontario--(Newsfile Corp. - January 19, 2024) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company") announces that it has entered into a loan agreement (the "Loan Agreement") dated January 19, 2024 with Antanas (Tony) Guoga (the "Lender"), pursuant to which the Company has obtained a credit facility of up to CAD$2,000,000 to fund the Company's general corporate and working capital requirements from time to time (the "Loan").

Pursuant to the terms of the Loan Agreement, the Lender can make advances to the Company in such amounts and at such times as may be requested by the Company at any time until 5:00 p.m. EST on January 19, 2029 (the "Maturity Date"). The rate of interest per annum on the Loan outstanding will be 12% per annum, calculated on the outstanding principal amount of the Loan from time to time, both before and after any default and shall be payable on the Maturity Date.

Any advances made by the Lender to the Company pursuant to the Loan, shall be made to the Company in Canadian dollars or by transfer of an equivalent amount of Tether USDT. The Company has the right at any time to repay all or any part of the monies outstanding under the Loan, without notice, bonus or penalty.

Upon the occurrence of an event of default (an "Event of Default"), the Lender can take any or all of the following actions against the Company, without any notice to the Company: (i) declare the principal of and accrued interest owing in respect of the Loan to be immediately due and payable without presentment, demand or other notice of any kind, all of which are hereby expressly waived to the extent permitted by law; (ii) proceed by any other action, suit, remedy or proceeding authorized or permitted by the Loan Agreement or by law or by equity; and/or (iii) terminate the Loan Agreement and refuse to make any additional advances thereon.

The transaction contemplated by the Loan Agreement, constitutes a related party transaction within the meaning of and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Lender is an officer, a director and a 10% insider 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)(f) of MI 61-101, as the Company is not listed on a specified market and the board of directors of the Company (the "Board") determined that the terms of the Loan Agreement are on reasonable commercial terms that are not less advantageous to the Company than if the Loan Agreement were obtained from a person dealing at arm's length to the Company, and the Loan is not (i) convertible, directly or indirectly, into equity or voting securities of the Company or a subsidiary of the Company, or otherwise participating in nature; or (ii) repayable as to principal or interest, directly or indirectly, in equity or voting securities of the Company or a subsidiary of the Company. The Company did not file a material change report more than 21 days before the entering into of the Loan Agreement as the terms of the Loan Agreement were not settled until shortly prior to execution, and the Company wished to enter into the Loan Agreement on an expedited basis.

The Loan Agreement was approved by the members of the Board who are independent for the purposes of the Loan Agreement, being all directors other than Mr. Guoga. No special committee was established in connection with the Loan Agreement, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

For more information, please contact:

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

This press release contains "forward-looking statements", within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Tony G Co-Investment Holdings Ltd. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating that certain actions, events or results " may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.

The forward-looking statements and information in this press release include, but are not limited to, a potential drawdown on and use of proceeds from the Loan, as well as the potential for the Loan to unlock new acquisition opportunities.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. Such forward-looking statements, including but not limited to statements relating to the Loan and the Company's business strategy, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, that the Loan will not be advanced within the expected timeframe, the ability of the Company to carry out its growth plans and other factors set forth in the Company's publicly filed documents under its profiles at www.sedarplus.ca.

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

None of the Canadian Securities Exchange or its Regulation Services Provider (as that term is defined in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/194929