Sabio Holdings — M&A Activity 2021

Dec 10, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1 Names of the Parties to the Transaction Sabio Holdings Inc. (formerly, Sprit Banner II Capital Corp.) (the “ Company ” or the “ Resulting Issuer ”) and Sabio Mobile Inc. (“ Sabio ”)

Item 2 Description of the Transaction

On November 19, 2021, the Company completed its qualifying transaction (the “ Transaction ”) pursuant to which: (i) the Company, Sabio Canada Finco, Inc. (“ Finco ”), a wholly-owned subsidiary of Sabio and 2872484 Ontario Inc. (“ Pubco Sub ”) completed an amalgamation (“ Amalgamation ”) under the Business Corporations Act (Ontario) pursuant to which all of the issued and outstanding securities of Finco (other than those held by Sabio, which were cancelled immediately prior to the Amalgamation) were exchanged for securities of the Resulting Issuer on a one-to-one basis; and (ii) Sabio completed a statutory triangular merger (the “ Merger ”) under the General Corporation Law (Delaware) with Spirit Banner Merger Sub, Inc. (“ Spirit Sub ”), a wholly-owned subsidiary of the Company pursuant to which all of the issued and outstanding securities of Sabio were exchanged for securities of the Resulting Issuer on a one-to-one basis (together, the “ Transaction ”). The Transaction constituted a “Qualifying Transaction” of Spirit in accordance with Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”)).

In connection with the closing of the Transaction (the “ Closing ”):

• The Company filed its Filing Statement dated as at November 12, 2021 (the “ Filing Statement ”) with the TSXV;

• The Company changed its name from “Spirit Banner II Capital Corp.” to “Sabio Holdings Inc.”;

• The Company completed a consolidation of its common shares on the basis of approximately 15.9091 (old) common shares for 1 (new) common share and created a class of convertible restricted voting shares;

• Sabio consolidated its share capital on the basis of approximately 0.2735 (old) common shares for 1 (new) common share;

• Concurrent with the Transaction, Finco raised aggregate gross proceeds in the amount of approximately $6,648,691, through the issuance of an aggregate of 3,799,252 subscription receipts of Finco (the “ Subscription Receipts ”) at a price of $1.75 per Subscription Receipt. Concurrent with the

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closing of the Transaction, the Subscription Receipts were converted into 3,799,252 common shares of the Resulting Issuer pursuant to the terms of a subscription receipt agreement between the Sabio, Finco, Beacon Securities Limited, Paradigm Capital Inc., PI Financial Corp. and Echelon Wealth Partners Inc and TSX Trust Company Canada dated October 14, 2021.

• All directors and officers of the Company resigned and were replaced by the following nominees (a) Aziz Rahimtoola - Chief Executive Officer and Director; (b) Paula Madison – Director; (c) Carl Farrell – Director; and (d) Muizz Kheraj - Director.

The Company resumed trading on the TSXV under the trading symbol “SBIO” on November 26, 2021.

• Item 3 Effective Date of the Transaction

November 19, 2021.

• Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Not Applicable.

• Item 5 Date of the Reporting Issuer’s First Financial Year-End after the Transaction, if applicable

The Company’s first financial year-end subsequent to the completion of the Transaction is December 31, 2021.

• Item 6 The Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year after the Transaction, if applicable

The following is a summary of the applicable financial periods in the Resulting Issuer’s first financial year. Note, the Resulting Issuer’s year-end has changed from March 31[st] to December 31[st] .

Period and Ending Date	Comparative Period andEnding Date
Audited financial statements for theyear ended December 31, 2021	Audited financial statements for theyear ended December 31, 2020

Item 7. Documents filed under NI 51-102 that describe the Transaction

On June 29, 2021, the Company disseminated a news release announcing the signing of a letter of intent for the proposed Transaction.

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On October 6, 2021, the Company disseminated and filed on SEDAR a news release providing an update on the Qualifying Transaction.

On October 15, 2021, the Company disseminated and filed on SEDAR a news release announcing the completion of a private placement of Subscription Receipts and execution of a definitive agreement to complete the Qualifying Transaction.

On October 21, 2021, the Company filed on SEDAR a material change report describing the binding business combination agreement between Spirit and Sabio.

On November 16, 2021, the Company filed on SEDAR its Filing Statement dated as at November 12, 2021 in connection with the Transaction.

On November 16, 2021, the Company disseminated and filed on SEDAR a news release announcing the closing of the Transaction on or around November 19, 2021.

On November 22, 2021, the Company disseminated and filed on SEDAR a news release announcing the completion of the Qualifying Transaction.

On November 24, 2021, the Company filed on SEDAR a material change report describing the filing of its filing statement and the completion of the Qualifying Transaction.

DATED: December 9, 2021