Tony G Co-Investment Holdings Provides Update on Ongoing Litigation

Rhea-AI Summary

Tony G Co-Investment Holdings has received a court decision regarding its litigation with European High Growth Opportunities Manco SA (EHGO) in the Ontario Superior Court of Justice. The court ruled that EHGO is not entitled to the $1,288,000 repayment as it was automatically converted to common shares. However, EHGO is entitled to: (1) a daily late issuance fee of $1,000 from June 17, 2022 to February 1, 2024, (2) the positive difference between closing prices after June 17, 2022 and February 1, 2024, and (3) interest at 48.2126% on outstanding amounts. The company is reviewing legal options.

Positive

• Court denied EHGO's claim for $1,288,000 repayment
• Debenture was successfully converted to common shares

Negative

• Company must pay $1,000 daily late issuance fee for ~19 months
• Required to pay high interest rate of 48.2126% on outstanding amounts
• Potential additional payment based on share price differences

Toronto, Ontario--(Newsfile Corp. - December 23, 2024) - Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Company" or "TGH") would like to announce that, further to its press release of February 1, 2024, the Company would like to provide an update on its litigation in the Ontario Superior Court of Justice (the "Court") with European High Growth Opportunities Manco SA ("EHGO"). On December 13, 2024, the Company received a decision on the summary judgment motion brough forth by EHGO. The Court determined that: (i) EHGO is not entitled to the repayment of $1,288,000 as this investment had been automatically converted into common shares of TGH on the maturity date of the debenture (see TGH's February 1, 2024 press release); (ii) EHGO is entitled to a late issuance fee of $1,000.00 per day from June 17, 2022 until February 1, 2024; (iii) EHGO is entitled to the positive difference, if any, between the closing price six trading days after June 17, 2022 and the closing price of February 1, 2024; and (iv) interest is payable on the outstanding amounts in accordance with the debenture at a rate of 48.2126%. The Company is currently reviewing all legal options available and will provide a further update in a future press release.

For more information, please contact:

Ron Akram
Chief Executive Officer
Tel: +44 786 6464 520
Email: contact@tony.holdings

This press release contains "forward-looking statements", within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Tony G Co-Investment Holdings Ltd. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating that certain actions, events or results " may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.

The forward-looking statements and information in this press release include, but are not limited to the Company's intention to defend the litigation with the Fund, the Company's liability under the Debenture and the above-mentioned litigation.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. Such forward-looking statements, including but not limited to statements relating to the Loan and the Company's business strategy, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, that the litigation referred to herein will be resolved in a manner that is unfavourable to the Company (including any judgment, award or settlement of the litigation that results in the Company incurring liability, costs or expenses that, in the aggregate, exceed the share issuance costs of the Conversion Shares), the Company is required to issue shares other than the Conversion Shares or pay any amount to the plaintiff in defending, resolving, or in connection with, such litigation, and other related matters, or other factors set forth in the Company's publicly filed documents under its profiles at www.sedarplus.ca.

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

None of the Canadian Securities Exchange or its Regulation Services Provider (as that term is defined in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235003

FAQ

What did the Ontario Superior Court rule in Tony G Co-Investment's litigation with EHGO?

The court ruled that EHGO cannot claim $1,288,000 repayment as it was converted to shares, but is entitled to daily late fees, price difference compensation, and 48.2126% interest on outstanding amounts.

How much is the daily late issuance fee Tony G Co-Investment must pay to EHGO?

The company must pay EHGO a late issuance fee of $1,000 per day from June 17, 2022 until February 1, 2024.

What interest rate must Tony G Co-Investment pay on outstanding amounts to EHGO?

The company must pay interest at a rate of 48.2126% on outstanding amounts in accordance with the debenture.

What period will be used to calculate the share price difference payment for EHGO?

The calculation will use the difference between the closing price six trading days after June 17, 2022 and the closing price of February 1, 2024.