Not for distribution to the United States wire services or dissemination in or into the United States.
TORONTO, Feb. 24, 2026 /CNW/ -- Sabio Holdings Inc. (TSXV: SBIO) (OTCQB: SABOF) (the "Company" or "Sabio"), further to its news release dated August 25, 2025 announcing the completion of its offering of unsecured debentures (the "Debentures") for aggregate gross proceeds of CAD$1,802,850 (the "Offering"), announces that it has exercised its option to extend the maturity date of the Debentures by an additional six months (the "Debenture Extension").
The original maturity date of the Debentures is February 25, 2026 (the "Original Maturity Date"). As a result of the Debenture Extension, the Debentures will now mature on August 25, 2026.
In connection with the Debenture Extension, the lenders (being the holders of the Debentures) will be entitled to receive additional bonus common shares in the capital of the Company (each, a "Bonus Share") equal to 10% of the principal amount of the Debentures, divided by the greater of: (a) the volume-weighted average trading price of the Company's shares on the TSX Venture Exchange ("TSXV") for the 10 consecutive trading days ending on the Original Maturity Date; and (b) the lowest permitted price under the policies of the TSXV. The issuance of the Bonus Shares constitutes a loan bonus under TSXV Policy 5.1 – Loans, Loan Bonuses, Finder's Fees and Commissions. The Company will announce the final number of Bonus Shares once the 10‑day VWAP has been determined.
All other terms and conditions of the Debentures, including the interest rate, remain unchanged.
The Debenture Extension and the issuance and listing of the Bonus Shares remains subject to acceptance by the TSXV. Any Bonus Shares issued will be subject to applicable hold periods.
All securities issued pursuant to the Debenture Extension are subject to a statutory hold period expiring on June 26, 2026.
An insider of the Company holds Debentures and will receive Bonus Shares in connection with the Debenture Extension, which constitutes a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions in sections 5.5(b) (issuer not listed on a specified market) and 5.7(a) (fair market value not more than 25% of market capitalization) of MI 61‑101. Accordingly, no formal valuation or minority shareholder approval is required.
None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About Sabio
Sabio Holdings Inc. (TSXV: SBIO, OTCQB: SABOF) is a technology and services leader in the fast-growing ad-supported streaming space. Its cloud-based, end-to-end technology stack works with top blue- chip, global brands and the agencies that represent them to reach, engage, and validate (R.E.V.) streaming audiences.
Sabio consists of a proprietary ad-serving technology platform that partners with the top ad- supported streaming platforms and apps in the world and App Science™, a non-cookie-based software as a service (SAAS) analytics and insights platform with AI natural language capabilities, and Creator Television® (Creator TV), the first creator-led streaming network and content studio dedicated to bringing the authenticity and energy of social media storytelling to TV.
For more information, visit: sabioctv.com
Forward-Looking Statements
This press release may contain certain forward-looking information and statements ("forward- looking information") within the meaning of applicable Canadian securities legislation, which is often, but not always, identified by the use of words such as "believes," "anticipates," "plans," "intends," "will," "should," "expects," "continue," "estimate," "forecasts," or the negative thereof and other similar expressions. All statements herein other than statements of historical fact constitute forward-looking information, including statements regarding the Debenture Extension, the issuance of Bonus Shares, the acceptance of the Debenture Extension and Bonus Shares by the TSX Venture Exchange, and the timing for determining and announcing the final number of Bonus Shares. Readers are cautioned to not place undue reliance on forward- looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors, and assumptions concerning future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the other risk factors disclosed in the Company's annual information form and management's discussion and analysis (MD&A), which are publicly available on SEDAR+ at www.sedarplus.ca. The Company has assumed that the material factors referred to herein will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward- looking information, whether as a result of new information, future events, or otherwise.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Sajid Premji, Chief Financial Officer
Sam Wang, Investor Relations
Email: investor@sabio.inc
Phone: 1.844.974.2662
SOURCE Sabio Inc.
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