Toronto, Ontario–(Newsfile Corp. – November 16, 2021) – Spirit Banner II Capital Corp. (TSXV: SBTC.P) (“Spirit Banner” or the “Corporation“) is pleased to announce that the TSXV Venture Exchange (the “Exchange” or the “TSXV”) has conditionally approved the previously announced proposed business combination with Sabio Mobile, Inc. (“Sabio“) by way of an arm’s length reverse-takeover transaction of Sabio by Spirit Banner (the “Proposed Transaction“), which will constitute Spirit Banner’s Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of Corporate Finance Manual of the Exchange). The Corporation is also pleased to provide an update on the closing of the second tranche of the previously announced private placement of subscription receipts (the “Subscription Receipts“) by Sabio Canada Finco, Inc. (“Finco“), a wholly owned subsidiary of Sabio (the “Concurrent Financing“).

In connection with the Proposed Transaction, the Corporation has filed its filing statement dated November 12, 2021 (the “Filing Statement”) on the Corporation’s SEDAR profile. Investors are encouraged to review the Filing Statement on the Corporation’s SEDAR profile at www.sedar.com, as well as the press releases of the Corporation dated June 29, 2021, October 6, 2021, and October 15, 2021. The Filing Statement provides detailed information about, among other things, the Proposed Transaction, Sabio, and the resulting company following completion of the Proposed Transaction (the “Resulting Issuer”).

Assuming all conditions are satisfied, the Corporation and Sabio anticipate closing of the Proposed Transaction to occur on or around November 19, 2021, and that trading of the Resulting Issuer’s common shares will commence shortly thereafter. The Corporation will issue a further press release once the Exchange issues its bulletin announcing its final approval of the Proposed Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the Exchange. The Resulting Issuer’s trading symbol will be “SBIO.”

In connection with the Proposed Transaction, the Corporation will change its name to “Sabio Holdings Inc.” and will consolidate its outstanding share capital on the basis of one post-consolidation common share for approximately every 15.9090 outstanding common shares of the Corporation existing immediately before the consolidation. For further details on the Proposed Transaction, please refer to Corporation’s press releases dated June 29, 2021, October 6, 2021, and October 15, 2021.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of any required regulatory approvals; (b) acceptance of the Proposed Transaction as the Corporation’s Qualifying Transaction by the Exchange; and (c) receipt of approval for the listing of the common shares of the Resulting Issuer by the Exchange, all subject to the completion of the Proposed Transaction. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Trading in securities of a capital pool company should be considered highly speculative. Shares of the Corporation are currently halted from trading on the Exchange, and trading is not expected to resume until after closing of the Proposed Transaction.

Closing of Second Tranche of the Concurrent Financing

Further to the Corporation’s press release dated October 15, 2021 (the “October Press Release“), Finco closed a second tranche of the Concurrent Financing (the “Second Tranche”), comprised of a non-brokered offering of an aggregate of 51,071 Subscription Receipts for gross proceeds of C$89,374. The gross proceeds of the Second Tranche have been deposited in escrow pending the satisfaction of the escrow release conditions (“Escrow Release Conditions“) described in the subscription receipt agreement entered into between Finco, Sabio, Beacon Securities Limited, Paradigm Capital Inc., and TSX Trust Company dated October 14, 2021 (the “Subscription Receipt Agreement”). In relation to both tranches of the Concurrent Financing, the Corporation has agreed to pay or issue to Zelos Capital Ltd (“Finder“) (i) an aggregate finder’s cash fee of $10,641, being 7% of the principal amount of Subscription Receipts issued to subscribers introduced by the Finder; and (ii) an aggregate of 6,080 warrants (“Finder’s Warrants“), being that number of warrants to purchase shares in Finco equal to 7% of the principal amount of Subscription Receipts issued to subscribers introduced by the Finder, on closing of the Proposed Transaction. Each Finder’s Warrant will be exchangeable into one warrant of the Resulting Issuer, which warrant shall entitle the holder thereof to subscribe for a Resulting Issuer Share at a price of $1.75 per share for a period of 24 months from the date of satisfaction of the Escrow Release Conditions.

Including both tranches, the Concurrent Financing was comprised of an aggregate of 3,799,252 Subscription Receipts at a price of C$1.75 per Subscription Receipt for aggregate gross proceeds of C$6,648,691. Each Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration and without further action on the part of each subscriber, subject to adjustment, one common share in the capital of Finco (“Finco Share”) in accordance with the terms of the Subscription Receipt Agreement, upon the satisfaction or waiver of the Escrow Release Conditions. Upon the closing of the Proposed Transaction, the Finco Shares issued pursuant to the conversion of the Subscription Receipts will be automatically exchanged for shares of the Resulting Issuer pursuant to the definitive agreement with respect to the Proposed Transaction on a one-for-one basis. For further details on the Concurrent Financing, please refer to the October Press Release.

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About Sabio Mobile, Inc.

Sabio provides a CTV platform that is powered by mobile data, providing leading brands with the perfect balance between media, data and technology. Sabio’s unique approach to combining mobile data, device location and consumer behaviors aims to provide brands with more effective targeting and greater prediction accuracy for their mobile and connected TV ad campaigns. Sabio’s team of experienced marketers, engineers and data scientists are passionately innovative in everything they do, from developing Sabio’s proprietary audience platform and ad server to creating and delivering stunning ads on connected TVs and mobile devices.

About Spirit Banner II Capital Corp.

Spirit Banner is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the business combination agreement with respect to the Proposed Transaction. The principal business of Spirit Banner is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.

Forward-Looking Statements Disclaimer

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Spirit Banner assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Spirit Banner.

Additional information identifying risks and uncertainties is contained in filings by Spirit Banner with the Canadian securities regulators, which filings are available at www.sedar.com.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

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

For more information about Spirit Banner, please contact Matthew Wood, Chief Executive Officer, at (647) 951-6508.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF 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 UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/103864