Acquisition of Shares of Tony G Co-Investment Holdings Ltd.

Toronto, Ontario–(Newsfile Corp. – October 12, 2021) – Mr. Antanas Guoga issues this press release pursuant to Part 3.1 of National Instrument 62-103 The Early Earning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) with respect to Tony G Co-Investment Holdings Ltd. (the “Company“). Mr. Guoga is a director and significant shareholder of the Company.

On October 5, 2021, the Company received the final approval of the Canadian Securities Exchange for the previously announced change of business transaction which involved, among other transactions: (i)a share exchange transaction involving the shares of News 3.0 Limited as detailed in a news release of the Company dated October 6, 2021 (the “Cryptonews Share Exchange“), whereby the Company issued to Mr. Guoga 1,299,600 common shares of the Company at a deemed price of CAD$1.00 per common share in exchange for 18,411 common shares of News 3.0 Limited; and (ii) a share exchange agreement involving the shares of Sportclothes UAB as detailed in a news release of the Company dated October 6, 2021 (the “Sportclothes Share Exchange” and together with the Cryptonews Share Exchange, the “Transactions“), the Company issued UAB “NTSG”, a corporation which Mr Guoga controls, 2,060,520 common shares of the Company at a deemed price of CAD$1.00 per common share in exchange for 2,000 shares of Sportclothes UAB.

Following the completion of the Transactions, Mr. Guogo directly and indirectly owns and controls 3,360,120 common shares of the Company, which represents 47.67% of the 7,048,937 issued and outstanding common shares of the Company on a non-diluted basis.

In connection with completion of the Transactions, Mr. Guoga entered into a Value Security Escrow Agreement among the Company, TSX Trust Company and certain other securityholders, pursuant to which the 1,299,600 common shares of the Company owned by Mr. Guoga are subject and the 2,060,520 common shares of the Company over which Mr. Guoga exercises control or direction are subject.

Mr. Guoga acquired the common shares of the Company referred to herein for investment purposes. Mr. Guoga may, in the future, increase or decrease its ownership of securities of the Company, depending upon, among other things, the business prospects of the Company and market conditions.

Mr. Guoga has filed an Early Warning Report as required by NI 62-103. A copy of the Early Earning Report will appear with the Company’s documents on SEDAR at www.sedar.com.

The address of the Company is Suite 210 – 5800 Ambler Drive, Mississauga, Ontario L4W 4J4. The address of Mr. Guoga is Le Reve Towers, MARSA 1001, Dubai, UAE.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/99419

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