Mr. Ron Akram reports

TONY G CO-INVESTMENT HOLDINGS ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Further to its press release of Feb. 7, 2024, Tony G Co-Investment Holdings Ltd. has successfully completed a non-brokered private placement financing for gross proceeds of $2.4-million through the issuance of four million units in the capital of the company at a price of 60 cents per unit. Each unit comprised one common share in the capital of the company and one whole common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at a price of 75 cents per common share until the date that is one year from the date of issuance. Gross proceeds raised from the offering will be used for working capital and general corporate purposes.

All securities issued in connection with the offering will be subject to a hold period of four months plus one day from the date of issuance and the resale rules of applicable securities legislation.

Pursuant to the offering, Gateway Capital Investments Inc. acquired two million units. Prior to the completion of the offering, Gateway held 1,266,951 common shares, representing approximately 14.99 per cent of the issued and outstanding common shares in the capital of the company on an undiluted and partially diluted basis. Upon completion of the offering, Gateway holds 3,266,951 common shares and two million warrants, representing approximately 26.24 per cent of the issued and outstanding common shares in the capital of the company on an undiluted basis and approximately 36.45 per cent on a partially diluted basis. Depending on market and other conditions or as future circumstances may dictate, Gateway may from time to time increase or decrease its holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.

Pursuant to the offering, UGA Holding Ltd. acquired two million units. Prior to the completion of the offering, UGA held 506,781 common shares, representing approximately 6.0 per cent of the issued and outstanding common shares in the capital of the company on an undiluted and partially diluted basis. Upon completion of the offering, UGA holds 2,506,781 common shares and two million warrants, representing approximately 20.14 per cent of the issued and outstanding common shares in the capital of the company on an undiluted basis and approximately 31.19 per cent on a partially diluted basis. Depending on market and other conditions or as future circumstances may dictate, UGA may from time to time increase or decrease its holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.

We seek Safe Harbor.