Sabio Announces Completion of Debenture Offering

Sabio Announces Completion of Debenture Offering

Not for distribution to the United States wire services or dissemination in or into the United States.

TORONTO, Aug. 25, 2025 /CNW/ -- Sabio Holdings (TSXV: SBIO) (OTCQB: SABOF) (the "Company" or "Sabio"), a Los Angeles-based ad-tech company specializing in helping top global brands reach, engage, and validate (R.E.V.) streaming TV audiences, is pleased to announce that, further to its news release dated August 12, 2025, it has completed its offering (the "Offering") of unsecured debentures (collectively, the "Debentures") for aggregate gross proceeds of CAD$1,802,850.

The Debentures bear simple interest at a rate of 15% per annum (calculated as 7.5% over a six-month period), payable in arrears on maturity. The Debentures mature six months from the closing date of the Offering (the "Maturity Date"), with an option for the Company to extend the Maturity Date by an additional six months (the "Extension Right").

In connection with the Offering, the Company issued an aggregate of 170,066 common shares (each, a "Bonus Share") in the capital of the Company at a price of $0.53 per Bonus Share.  Should the Company exercise the Extension Right, holders of Debentures will be entitled to receive additional Bonus Shares equal to 10% of the principal amount of the Debentures divided by the greater of: (a) the volume-weighted average trading price of the Company's shares on the TSX Venture Exchange (the "Exchange") for the 10 consecutive trading days ending on the original Maturity Date; and (b) the lowest permitted price under the policies of the Exchange.

The Debentures rank pari passu with all other existing unsecured indebtedness of the Company, however, are subordinate to one of the Company's senior lenders by way of subordination agreements.

The net proceeds of the Offering will be used primarily to retire an existing convertible debt instrument in the amount of $1,737,850 plus remaining accrued interest, with any excess for general working capital purposes.

In connection with the Offering, the Company paid cash finder's fees of $1,500 to Canaccord Genuity Corp. and $1,400 to Research Capital Corporation.

All securities issued pursuant to the Offering are subject to a statutory hold period expiring on December 26, 2025.

One insider of the Company (the "Insider") was issued a Debenture in the amount of $537,850 and was issued 50,740 Bonus Shares under the Offering, which is considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the Insider is exempt from the formal valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the common shares of the Company are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Debentures and Bonus Shares issued to the Insider does not exceed 25% of the Company's market capitalization.

None of the securities issued in connection with either the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Sabio

Sabio Holdings (TSXV: SBIO, OTCQB: SABOF) is a technology and services leader in the fast-growing ad-supported streaming space. Its cloud-based, end-to-end technology stack works with top blue- chip, global brands and the agencies that represent them to reach, engage, and validate (R.E.V.) streaming audiences.

Sabio consists of a proprietary ad-serving technology platform that partners with the top ad- supported streaming platforms and apps in the world and App Science™, a non-cookie-based software as a service (SAAS) analytics and insights platform with AI natural language capabilities, and Creator Television® (Creator TV), the first creator-led streaming network and content studio dedicated to bringing the authenticity and energy of social media storytelling to TV.

For more information, visit: sabio.inc

Forward-Looking Statements

This news release may contain certain forward-looking information and statements ("forward- looking information") within the meaning of applicable Canadian securities legislation, which is often, but not always, identified by the use of words such as "believes," "anticipates," "plans," "intends," "will," "should," "expects," "continue," "estimate," "forecasts," or the negative thereof and other similar expressions. All statements herein other than statements of historical fact constitute forward-looking information, including but not limited to statements related to the Offering and the anticipated use of proceeds therefrom. Readers are cautioned to not place undue reliance on forward- looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this news release are reasonable, such forward-looking information has been based on expectations, factors, and assumptions concerning future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the other risk factors disclosed in the Company's annual information form and management's discussion and analysis (MD&A), which are publicly available on SEDAR+ at www.sedarplus.ca. The Company has assumed that the material factors referred to herein will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward- looking information, whether as a result of new information, future events, or otherwise.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information: Sajid Premji, Chief Financial Officer, investor@sabio.inc, Phone: 1.844.974.2662; Sam Wang, Investor Relations, investor@sabio.inc

SOURCE Sabio Inc.