European High Growth Opportunities Securitization Fund (the "Fund"), acting through and represented by European High Growth Opportunities Manco SA, each of which is an investment vehicle advised by Alpha Blue Ocean, responds to a press release dated February 1, 2024 issued by Tony G Co-Investment Holdings Ltd. (the "Company"), pursuant to which the Company asserted that it is not bound by its obligations under the terms of the $1,288,000 principal amount convertible debenture of the Company dated August 10, 2021 (the "Debenture") and purported to issue shares to the Fund.
The Fund would like to notify shareholders of the Company that the Fund rejects the purported share issuance and continues to allege that the Company is bound by, and in breach of, its obligations under the Debenture. The Fund continues to pursue its claim against the Company which will be heard by the Ontario Superior Court of Justice (the "Court") on November 22, 2024. The Fund reminds both management and the board of directors of the Company that they are bound by their fiduciary obligations to the Company and all stakeholders.
In addition, given the actions of the Company, its management and its board of directors, including Messrs. Antanas Guoga and Ron Akram, the Fund is currently exploring all other avenues of recourse available, including relief under the oppression remedy and relief available from the Canadian Securities Exchange (the "CSE") and the Ontario Securities Commission with respect to this matter.
In the Fund's opinion, the Company has failed to provide clear guidance to the market regarding its obligations under the Debenture and the claim that was commenced by the Fund or to comply with its obligations to issue press releases with respect to material changes. The Fund's position is that:
- As a result of the occurrence of several events of default under the Debenture and the underlying subscription agreement (including the Company's failure to issue securities to the Fund in a timely manner and the Company's securities being suspended from trading on the CSE on June 6, 2022), the Fund exercised its rights under the Debenture on November 21, 2022 and demanded the Company immediately pay the sum of $1,288,000 in cash pursuant to the terms of the Debenture;
- Although the monies owed by the Company to the Fund accrue interest at a rate of 40% per annum, compounded monthly, the Company has flouted its obligation to repay the Fund for more than a year, focusing instead on the completion of a series of related party transactions that the Fund believes erode the value of stakeholders for the benefit of insiders;
- On December 7, 2022, the Fund was forced to initiate a proceeding in the Court for, among other things, the payment of $1,288,000, plus interest at the rate of 40% per annum, compounded monthly; and
- In November 2023, the Fund agreed to engage in settlement discussions with the Company and, as an illustration of the Fund's good faith efforts to resolve the dispute, agreed to extend certain Court deadlines only to have the Company suddenly terminate settlement discussions through the unilateral purported issuance of shares to the Fund and accompanying press release on February 1, 2024, which the Fund believes misrepresents the Company's liability.
The Fund denies the validity of the share issuance to the Fund and will continue to seek recourse against the Company through its litigation in the Court.
The Fund regrets needing to bring legal proceedings against the Company in order for the Company to comply with its obligations under the Debenture and wishes to put an expeditious end to these distractions.
About European High Growth Opportunities Securitization Fund
European High Growth Opportunities Securitization Fund is a fund based in Luxembourg which is in the business of investing in high growth companies.
Forward-looking statements
This press release contains forward-looking statements. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," "intends," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the Fund and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Fund's ability to control or predict, that may cause the actual results to differ materially from those discussed in the forward-looking statements. Forward-looking statements in this press release include, among other things, statements regarding the intentions of the Fund with respect to the Debenture and the litigation (including any potential settlement thereof and the Company's conduct in connection therewith). Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, that the litigation will be resolved in a manner that is unfavourable to the Company and that the Company will be required to pay amounts or issue shares to the Fund in defending, resolving, or in connection with, the litigation. The forward-looking statements included in this press release are made as of the date of this press release and the Fund does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.
Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this press release.
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