SABIO ANNOUNCES US$1.5 MILLION TERM LOAN FACILITY

TORONTO, Aug. 6, 2026 /CNW/ -- Sabio Holdings Inc. (TSXV: SBIO) (OTCQB: SABOF) (the "Company" or "Sabio"), a Los Angeles-based ad-tech company helping global brands reach, engage and validate (R.E.V.) streaming TV audiences, is pleased to announce that it has entered into a facility letter and loan agreement dated August 5, 2026 (the "Loan Agreement") through its wholly-owned subsidiary, Sabio London Limited, with an arm's length private credit provider (the "Lender") in respect of a non-revolving term loan facility in the principal amount of US$1.5 million (the "Facility"). The proceeds of the Facility will be used to fund the Company's short-term working-capital requirements, ordinary-course operating expenses and general corporate purposes.

The Facility will be advanced in a single drawing and will mature nine months after the funding date, subject to earlier acceleration following the occurrence and continuation of an event of default. The Facility will bear interest at a rate of 25% per annum, calculated daily and generally accrued on a payment-in-kind basis, with three months' accrued interest payable in cash on the date falling three months after the funding date. The Company will also pay an origination fee and an exit fee, each equal to 2% of the original principal amount of the Facility.

The Company may voluntarily prepay the Facility, subject to any required senior-lender or factoring-provider approval, upon payment of the outstanding principal, accrued and unpaid interest and a make-whole amount equal to the interest that would otherwise have accrued on the principal amount prepaid through the original maturity date.

The Facility will be supported by a security package relating primarily to certain assets and receivables of Sabio London Limited, subject to the Company's existing UK factoring arrangement, permitted encumbrances and other agreed exclusions.

No securities of the Company will be issued in connection with the Facility, and no finder's fee, commission or loan bonus is payable.

The advance of funds under the Facility remains subject to the satisfaction or waiver of the conditions precedent contained in the Loan Agreement, receipt of required third-party consents, completion of the applicable intercreditor arrangements and acceptance of the TSX Venture Exchange, to the extent required.

Subject to board approval, compliance with applicable related-party transaction requirements, applicable law and the consent of SLR, upon the maturity of the debentures held by Aziz Rahimtoola, having an aggregate principal amount of C$537,850, the Company may deposit any repayment proceeds into a separate controlled account established pursuant to a deposit account control arrangement among the applicable parties. The controlled account and amounts credited to it will remain subject to SLR's security interest and release control in accordance with the applicable account-control and intercreditor arrangements.

If implemented, the proposed controlled-account arrangement would constitute a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") because Aziz Rahimtoola is a director and senior officer of the Company. The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the arrangement, insofar as it involves Mr. Rahimtoola, is expected to exceed 25% of the Company's market capitalization. Mr. Rahimtoola will disclose his interest and abstain from voting on the approval of the arrangement.

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, 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: sabioctv.com

For Further Information:

Sabio Holdings Inc.
Sajid Premji, Chief Financial Officer
Email: [email protected]
Telephone: [phone]

Investor Relations
Sam Wang
Email: [email protected]
Telephone: [phone]

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

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

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws, including statements relating to the funding of the Facility, the intended use of proceeds, the execution and delivery of the applicable security documents, the receipt of required third-party consents, the completion of applicable intercreditor arrangements, the establishment and operation of the collection account, the potential establishment of the controlled account relating to the debentures held by Mr. Rahimtoola, and the Company's ability to service and repay the Facility.

Forward-looking information is based on management's current expectations, assumptions and estimates and is subject to risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, among others, the risk that the conditions precedent to funding are not satisfied or waived, required third-party consents or intercreditor arrangements are not obtained, any required acceptance of the TSX Venture Exchange is not obtained, the applicable security documents are not completed on the anticipated terms or at all, anticipated receivables and collection-account deposits are not realized, the proposed controlled-account arrangement is not approved or implemented on the anticipated terms or at all, the Company does not generate sufficient cash flow to service or repay the Facility, and other risks described in the Company's continuous disclosure filings available under its profile on SEDAR+.

Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Sabio Inc.