Mr. Ron Akram reports

TONY G CO-INVESTMENT HOLDINGS ANNOUNCES SHARE ISSUANCE

Tony G Co-Investment Holdings Ltd. has issued an aggregate of 1,312,946 common shares to European High Growth Opportunities Securitization Fund in connection with the automatic conversion of the entire $1,288,000 principal amount of the convertible debenture of the company dated Aug. 10, 2021. The conversion shares were issued at a deemed conversion price of 98 cents per share, calculated in accordance with the terms of the debenture. As a result of such automatic conversion, the company will classify the $1,288,000 principal amount of the debenture as equity and no longer as a liability for its accounting and financial reporting purposes.

On Dec. 7, 2022, European High Growth Opportunities Manco SA, representing the fund, commenced litigation against the company in the Ontario Superior Court of Justice. In this action, the plaintiff alleges that the company is in breach of contract for failing to redeem the debenture in cash and is seeking payment of the sum of $1,288,000, plus prejudgment and postjudgment interest. On Sept. 23, 2023, the plaintiff filed materials with the court with respect to a motion for summary judgment that it intends to make. On Jan. 26, 2024, the company filed its responding materials in connection with the motion and an amended statement of defence, wherein it has asked that the action be dismissed with costs payable to the company on a substantial indemnity basis. The company denies that it has any further obligation under the debenture and intends to continue to defend the litigation on this basis.

We seek Safe Harbor.