Mr. Gediminas Klepackas reports

TONY G CO-INVESTMENT HOLDINGS ANNOUNCES SALE OF SPORTCLOTHES

Further to a share exchange agreement dated June 3, 2021, between Tony G Co-Investment Holdings Ltd., Sportclothes UAB, UAB "NTSG" (the selling shareholder) and Antanas Guoga, the selling shareholder has exercised its option to acquire 2,000 shares of Sportclothes the company holds. As a result of the exercise of the option, the company has entered into a share exchange agreement dated Sept. 7, 2023, with the selling shareholder and Sportclothes, pursuant to which the selling shareholder will acquire the Sportclothes shares, which will result in the selling shareholder being the sole shareholder of Sportclothes. As consideration for the Sportclothes shares, the company will receive 2,060,520 common shares in the capital of the company, which it will return to treasury for cancellation.

Pursuant to the policies of the Canadian Securities Exchange the transaction contemplated by the agreement remains subject to receipt of all necessary corporate and regulatory approvals, including the approval of the CSE.

The transaction contempalted by the agreement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as the selling shareholder is owned and controlled by Antanas Guoga, a director, officer and control person of the company. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the Sportclothes shares does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101.

We seek Safe Harbor.