Tony G Co-Investment Holdings Announces Share Issuance

Toronto, Ontario--(Newsfile Corp. - February 1, 2024) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company") announces that it has issued an aggregate of 1,312,946 common shares (the "Conversion Shares") to European High Growth Opportunities Securitization Fund (the "Fund") in connection with the automatic conversion of the entire $1,288,000 principal amount of the convertible debenture (the "Debenture") of the Company dated August 10, 2021. The Conversion Shares were issued at a deemed conversion price of $0.98 per share, calculated in accordance with the terms of the Debenture. As a result of such automatic conversion, the Company will classify the $1,288,000 principal amount of the Debenture as equity and no longer as a liability for its accounting and financial reporting purposes.

On December 7, 2022, European High Growth Opportunities Manco SA, representing the Fund, commenced litigation against the Company in the Ontario Superior Court of Justice. In this action, the plaintiff alleges that the Company is in breach of contract for failing to redeem the Debenture in cash and is seeking payment of the sum of $1,288,000, plus pre and post judgment interest. On September 23, 2023, the plaintiff filed materials with the Court with respect to a motion for summary judgment that it intends to make. On January 26, 2024, the Company filed its responding materials in connection with the motion and an amended statement of defence, wherein it has asked that the action be dismissed with costs payable to the Company on a substantial indemnity basis. The Company denies that it has any further obligation under the Debenture and intends to continue to defend the litigation on this basis.

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 the Company's intention to defend the litigation with the Fund, the Company's liability under the Debenture and the above-mentioned litigation.

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 litigation referred to herein will be resolved in a manner that is unfavourable to the Company (including any judgment, award or settlement of the litigation that results in the Company incurring liability, costs or expenses that, in the aggregate, exceed the share issuance costs of the Conversion Shares), the Company is required to issue shares other than the Conversion Shares or pay any amount to the plaintiff in defending, resolving, or in connection with, such litigation, and other related matters, or 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/196565