Toronto, Ontario--(Newsfile Corp. - February 7, 2024) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company") is pleased to announce a non-brokered private placement financing for gross proceeds of up to $2,400,000 through the issuance of up to 4,000,000 units in the capital of the Company (the "Units") at a price of $0.60 per Unit (the "Offering"). Each Unit shall be comprised of one common share in the capital of the Company (each, a "Common Share") and one whole Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.75 per Common Share until the date that is one (1) year from the date of issuance. Gross proceeds raised from the Offering will be used for working capital and general corporate purposes.

Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For more information, please contact:

Ron Akram
Chief Executive Officer
Tel: +44 786 6464 520
Email: [email protected]

This press release contains "forward-looking statements", within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Tony G Co-Investment Holdings Ltd. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating that certain actions, events or results " may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.