Not for distribution to the United States wire services or dissemination in or into the United States.
TORONTO, Oct. 23, 2025 (GLOBE NEWSWIRE) — 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 it has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole bookrunner (the “Lead Agent”), on behalf of a syndicate of agents (collectively, the “Agents”) for the Company on a ‘best efforts’ fully marketed agency basis in connection with a brokered private placement offering of common shares of the Company (each, a “LIFE Share”) at a price of 0.43 per Life Share (the “Offering Price”) for aggregate gross proceeds of up to $4 million (the “Offering”).
The LIFE Shares will be offered to select purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”), in all the provinces of Canada, except Québec. LIFE Shares issued pursuant to the Listed Issuer Financing Exemption are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws.
The Company has filed on its SEDAR+ profile contemporaneously herewith an offering document pursuant to Form 45-106F19 in connection with the Offering (the “Offering Document”) in accordance with the Listed Issuer Financing Exemption. The Offering Document can be accessed under the Company’s profile at http://www.sedarplus.ca and on the Company’s website at http://www.sabiotv.com. Prospective investors should read the Offering Document before making an investment decision.
The LIFE Shares will also be offered to investors outside of Canada pursuant to Section 2.3 of Ontario Securities Commission Rule 72-503 – Distributions Outside of Canada and provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. Any sale of LIFE Shares to persons in the United States will be made to “Accredited Investors” pursuant to Rule 506(b) of Regulation D (including “Qualified Institutional Buyers” as defined in Rule 144A who are also “Accredited Investors”) adopted by the United Stated Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
As consideration for their services in connection with the Offering, the Agents will receive a cash commission equal to 6.0% of the gross proceeds of the Offering and agents’ warrants exercisable equal to 6.0% of the number of LIFE Shares sold under the Offering, with each agent’s warrant exercisable to purchase one common share of the Company at the Offering Price for a period of 24 months after the closing of the Offering. In each case, the consideration will be reduced to 3.0% in the case of President’s List investors.
The Company intends to use the net proceeds of the Offering for general corporate and working capital purposes, with modest allocations for further investments into the Company’s international and creator TV offerings (as further set out in the Offering Document).
Closing of the Offering is expected to occur on or about November 5, 2025 (the “Closing Date”). Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange (the “TSXV”).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and applicable state securities laws.
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 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 proceeds and use of proceeds therefrom; the expected closing date of the Offering; and the receipt of any corporate or regulatory approvals, including the final approval of the TSXV for the Offering. 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 general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; investor demand; inability to complete the Offering; delay or failure to close the Offering, and 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 http://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.
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
