Mr. Ron Akram reports

TONY G CO-INVESTMENT HOLDINGS ENTERS INTO LOAN AGREEMENT

Tony G Co-Investment Holdings Ltd. has entered into a loan agreement dated Jan. 19, 2024, with Antanas (Tony) Guoga, pursuant to which the company has obtained a credit facility of up to $2-million to finance the company's general corporate and working capital requirements from time to time.

Pursuant to the terms of the loan agreement, the lender can make advances to the company in such amounts and at such times as may be requested by the company at any time until 5 p.m. EST on Jan. 19, 2029. The rate of interest per annum on the loan outstanding will be 12 per cent per annum, calculated on the outstanding principal amount of the loan from time to time, both before and after any default and shall be payable on the maturity date.

Any advances made by the lender to the company pursuant to the loan, shall be made to the company in Canadian dollars or by transfer of an equivalent amount of "Tether USDT." The company has the right at any time to repay all or any part of the moneys outstanding under the loan, without notice, bonus or penalty.

Upon the occurrence of an event of default, the lender can take any or all of the following actions against the company, without any notice to the company: (i) declare the principal of and accrued interest owing in respect of the loan to be immediately due and payable without presentment, demand or other notice of any kind, all of which are hereby expressly waived to the extent permitted by law; (ii) proceed by any other action, suit, remedy or proceeding authorized or permitted by the loan agreement, or by law, or by equity; and/or (iii) terminate the loan agreement and refuse to make any additional advances thereon.

The transaction contemplated by the loan agreement, constitutes a related-party transaction within the meaning of and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as the lender is an officer, a director and a 10-per-cent insider 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)(f) of MI 61-101, as the company is not listed on a specified market and the board of directors of the company determined that the terms of the loan agreement are on reasonable commercial terms that are not less advantageous to the company than if the loan agreement were obtained from a person dealing at arm's length to the company, and the loan is not (i) convertible, directly or indirectly, into equity or voting securities of the company or a subsidiary of the company, or otherwise participating in nature; or (ii) repayable as to principal or interest, directly or indirectly, in equity or voting securities of the company or a subsidiary of the company. The company did not file a material change report more than 21 days before the entering into of the loan agreement as the terms of the loan agreement were not settled until shortly prior to execution, and the company wished to enter into the loan agreement on an expedited basis.

The loan agreement was approved by the members of the board who are independent for the purposes of the loan agreement, being all directors other than Mr. Guoga. No special committee was established in connection with the loan agreement, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

We seek Safe Harbor.