Mr. Gediminas Klepackas reports

TONY G CO-INVESTMENT HOLDINGS LTD. ANNOUNCES REVOCATION OF CEASE TRADE ORDER

Tony G Co-Investment Holdings Ltd. has been informed that on July 18, 2023, staff of the Ontario Securities Commission granted a full revocation of the failure-to-file cease trade order (FFCTO) that was previously issued against the company on June 6, 2022.

Continuous disclosure filings

The FFCTO was issued as a result of the company's failure to file the following continuous disclosure materials within the time frame stipulated by the applicable legislation: audited annual financial statements for the year ended Jan. 31, 2022; management's discussion and analysis relating to the audited annual financial statements for the year ended Jan. 31, 2022; and certification of the foregoing filings as required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings.

Subsequent to the issuance of the FFCTO, the company also failed to file, within the time frame stipulated by the applicable legislation: interim financial reports for the interim periods ended April 30, 2022, Oct. 31, 2022, and April 30, 2023; related interim management's discussion and analysis for the interim periods ended April 30, 2022, Oct. 31, 2022 and April 30, 2023; audited annual financial statements for the year ended Jan. 31, 2023; management's discussion and analysis relating to the audited annual financial statements for the year ended Jan. 31, 2023; certification of the foregoing filings as required by NI 52-109; and statement of executive compensation for the year ended Jan. 31, 2022.

The company has remedied these defaults by filing the 2022 annual filings and the additional required filings, and copies are available under the company's SEDAR profile. Based on comments from staff of the commission, on July 17, 2023, the company has also revised and refiled its management's discussion and analysis for the year ended Jan. 31, 2022, and the interim periods ended April 30, 2022, and July 31, 2022, and copies are available under the company's SEDAR profile.

Additionally, as a condition of revoking the FFCTO, the company provided an undertaking to staff of the commission that: (i) it will hold an annual meeting of shareholders within three months after the dates on which the FFCTO is revoked, and (ii) it will not complete a restructuring transaction, significant acquisition or reverse takeover of a business not located in Canada unless the company first receives a receipt for a final prospectus in respect of such business.

We seek Safe Harbor.