Toronto, Ontario--(Newsfile Corp. - November 16, 2023) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company") is pleased to announce it has entered into an arm's length transaction agreement (the "Transaction Agreement") with Alclin Manufacturing Proprietary Limited ("Alclin Manufacturing"), Alclin Proprietary Limited ("Alclin") and Christo Gustav Coetzee (the "Vendor") dated November 16, 2023, pursuant to which the Company shall acquire up to 500,000 ordinary shares in the capital of Alclin Manufacturing and 500,000 ordinary shares in the capital of Alclin for aggregate consideration of US$5,000,000 (the "Transaction").

Alclin Manufacturing and Alclin are engaged in the research, development, production and distribution of diphosphopyridine nucleotide (DPN?) a naturally occurring co-enzyme, also known as NAD (nicotinamide adenine dinucleotide), with wide scope and potential to further support and develop growing global interest in this and related areas also via means of on-line commerce. Currently, there are 50,000 ordinary shares in the capital of each of Alclin and Alclin Manufacturing.

The Transaction will be completed over five tranches, ending on or about April 30, 2024. Pursuant to the Transaction Agreement, the Company shall make the following payments (each, a "Consideration Payment") to acquire the ordinary shares in each of Alclin and Alclin Manufacturing as follows:

• Upon closing of the first tranche of the Transaction, which is anticipated to be completed on or before November 24, 2023, the Company shall acquire 161,710 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$1,617,093.99 (the "First Tranche");

• On the date that is ten (10) calendar days from the completion of the First Tranche of the Transaction, the Company the Company, or a nominee of its choice, shall acquire 20,000 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$200,000 (the "Second Tranche");

• On or before December 31, 2023, the Company, or a nominee of its choice, shall acquire 129,370 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$1,293,675.19 (the "Third Tranche");

• On or before April 1, 2024, the Company, or a nominee of its choice, shall acquire 32,340 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$323,418.80 (the "Fourth Tranche"); and

• On or before April 30, 2024, the Company, or a nominee of its choice, shall acquire 156,580 ordinary shares in each of Alclin and Alclin Manufacturing for an aggregate purchase price of US$1,565,812.02 (the "Fifth Tranche").