Mr. Joe Donaldson reports

GIVEX EXTENDS TERM OF OUTSTANDING COMPENSATION SECURITIES

Givex Corp. has applied to the Toronto Stock Exchange (TSX) to extend the term of an aggregate of 1,455,467 compensation options of the corporation, with each compensation option being exercisable to acquire one unit of the corporation at a price of $1.00 per unit, composed of one common share of the corporation and one-half of one compensation warrant (as defined below), and 147,500 common share purchase warrants of the corporation, with each compensation warrant being exercisable to acquire one common share of the corporation at a price of $1.25 per share, which were issued by the company between Nov. 12, 2021, and Nov. 25, 2021, as finder's fees in connection with a private placement concurrent with the company's listing on the TSX (the go-public financing). The current expiry date of the compensation options and the compensation warrants is Nov. 25, 2023, and the new expiry date will be Nov. 25, 2024. Except as provided below in respect of compensation warrants held by insiders of the company (such insiders having acquired the compensation warrants under the go-public financing), the extensions will become effective on Dec. 11, 2023. All proposed term extensions are subject to TSX approval and the company has applied to the TSX for approval.

All other terms of the compensation options and compensation warrants will remain unchanged, including their respective exercise prices.

A total of 6,750 of the compensation warrants are held indirectly by an insider of the company. The extension in respect of compensation warrants held by the insider and their ability to exercise the compensation warrants after Nov. 25, 2023, will be subject to obtaining disinterested shareholder approval, which the company intends to seek at the annual general and special meeting of shareholders of the company in early spring, 2024. In the event that shareholder approval is not obtained, the compensation warrants held by insiders will terminate, and be null and void effective Nov. 25, 2023.

The extensions of the warrants held by insiders of the company constitute related-party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the go-public financing by each insider does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company does not intend to file a material change report in respect of the extensions.

About Givex Corp.

The world is changing. Givex is ready. Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 128,000-plus active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides gift cards, GivexPOS, loyalty programs and more, creating growth opportunities for businesses of all sizes and industries.

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