Mr. Aziz Rahimtoola reports

SABIO HOLDINGS ANNOUNCES CLOSING OF CONVERTIBLE NOTE OFFERING

Sabio Holdings Inc. has closed a non-brokered private placement financing of secured convertible notes and unsecured convertible notes for aggregate gross proceeds of up to $3-million. The closing of the offering comprised the issuance of secured notes in the aggregate principal amount of $1.2-million and unsecured notes in the principal amount of $537,850, for total gross proceeds of $1,737,850. The notes issued in connection with the closing will mature on Aug. 16, 2025 (maturity date).

The notes will be convertible in whole or in part, at the option of the holder, into common shares in the capital of the company at a price of $1.00 per common share at any time before or on the maturity date. The company reserved the conversion price through a price reservation form submitted on July 24, 2023, to the TSX Venture Exchange (TSX-V).

The offering consists of an offering of unsecured notes and secured notes of Sabio. The unsecured notes bear interest at the rate of 14 per cent per annum payable as of the maturity date, except as provided herein. As a part of the offering, Aziz Rahimtoola, the chief executive officer of the company, subscribed for an unsecured note in the principal amount of $537,850. The unsecured note issued to Mr. Rahimtoola is subject to the same terms as the other purchasers, except that: (i) the interest on the unsecured note issued to Mr. Rahimtoola will be payable monthly; and (ii) the company may prepay the unsecured note issued to Mr. Rahimtoola any time after twelve months from the issuance. Since Mr. Rahimtoola is an insider (as such term is defined in the policies of the TSX-V) of the company, pursuant to the policies of the TSX-V, any unsecured notes exceeding 25 per cent of the total proceeds of the offering were issued to Mr. Rahimtoola at the higher of (i) the market price (as such term is defined in the policies of the TSX-V) of the common shares as of market close on Aug. 15, 2023, being 55 cents; or the (i) the conversion price of $1.00.

The secured notes bear interest at the rate of 14 per cent per annum payable semi-annually in arrears in cash or common shares at the option of the company. The secured notes were issued to eligible purchasers including Pathfinder Asset Management Ltd. (the lead investor) and are secured against all personal property and assets of the company, as more particularly described in the security agreement between the company and the lead investor, acting as collateral agent for the benefit of itself and for the other secured note holders. The company may, at any time, prepay all or a part of the principal amount of the secured notes plus accrued and unpaid interest without penalty or bonus. The secured notes will rank junior and be subordinate to all senior indebtedness of the company and its subsidiaries, specifically to all current and future obligations of AppScience Inc. a subsidiary of the company to Avidbank. The unsecured notes issued under the offering will rank junior and subordinate to the secured notes.

The company intends to use the proceeds of the offering for general corporate and working capital purposes. The notes and the underlying common shares will be subject to a four-month hold period after the date of their issuance as set out in National Instrument 45-102 -- Resale of Securities.

The company may close an additional tranche under the offering in accordance with the prescribed timelines and policies of the TSX-V. The closing of any additional tranches of the offering is subject to the approval of the TSX-V.

Mr. Rahimtoola, the chief executive officer of the company, participated in the offering. Such participation constitutes a related party transaction within Multilateral Instrument 61-101 -- Protection of Minority security Holders in Special Transactions. The issuance to Mr. Ramhimtoola as an insider is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) as the fair market value of the consideration of the securities issued to the related parties did not exceed 25 per cent of the company's market capitalization.

About Sabio Holdings Inc.

Sabio Holdings is one of the fastest-growing CTV/OTT technology and service providers in the high-growth ad-supported video-on-demand (AVOD) and FAST channel space. Its cloud-based CTV/OTT technologies provide publishers with distribution, monetization and analytics while delivering ROI (return on investment) validation for brands and agencies. The Sabio Holdings portfolio comprises: Sabio -- the company's trusted and transparent content monetization DSP; App Science -- the company's cutting-edge, non-panel-based, real-time measurement and attribution SaaS (software-as-a-service) platform; and Vidillion -- the company's cloud-based ad-insertion, and content distribution and management platform.

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