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Toronto, Ontario–(Newsfile Corp. – October 6, 2021) – Spirit Banner II Capital Corp. (TSXV: SBTC.P) (“Spirit Banner” or the “Corporation“) is pleased to provide an update on its proposed business combination transaction (the “Proposed Transaction“) with Sabio Mobile, Inc. (“Sabio“). It is expected the Proposed Transaction will qualify as the Corporation’s “Qualifying Transaction” under the policies of the TSX Venture Exchange (the “TSXV“).

Transaction Update

The parties have made significant progress with respect to due diligence and the drafting of a filing statement in connection with the Proposed Transaction. Spirit Banner and Sabio are in the process of addressing comments received from the TSXV regarding conditional approval for the Proposed Transaction.

Spirit Banner is also pleased to report that all matters submitted to shareholders in connection with the Proposed Transaction were approved at its special meeting of shareholders held on October 6, 2021. The meeting materials were mailed to shareholders of Spirit Banner and are available under Spirit Banner’s issuer profile on SEDAR (www.sedar.com). The Proposed Transaction itself is not subject to approval of the shareholders of Spirit Banner and, accordingly, shareholder approval of the Proposed Transaction was not sought at the meeting.

Updated Financial Information

Sabio has completed its unaudited financial statements for six months ended June 30, 2021 in accordance with international financial reporting standards (IFRS). For the six month period ended June 30, 2021, Sabio had unaudited revenues of US$ 6,812,013, assets of US$4,235,756, liabilities of US$13,462,648 and net losses of US$1,203,908.

Insiders of the Resulting Issuer

Further to the announcement on June 29, 2021, in addition to Aziz Rahimtoola, Paula Madison, and Carl Farrell, the board of directors of the Resulting Issuer is expected to include Muizz Kheraj. Further, the senior management team of the Resulting Issuer, in addition to Aziz Rahimtoola (Chief Executive Officer), Sajid Premji (Chief Financial Officer), Joe Camacho, (Chief Marketing Officer), and Jason Tong (SVP of Engineering), is anticipated to include: (i) Helen Lum, EVP of App Science, Inc., a wholly owned subsidiary of Sabio; (ii) Simon Wong, EVP; and (iii) Kendra Low, Corporate Secretary.

Muizz Kheraj (Age 50) – Proposed Director – Muizz Kheraj has more than two decades of experience in technology, both as a software engineer and as an experienced advisor, supporting the capital market needs of middle-market entrepreneurs. Mr. Kheraj built the TMT practice at McGladrey Capital Markets, LLC. He has held leadership roles at various technology and digital media start-ups and currently holds active board advisory roles within numerous bleeding-edge technology firms. He has led, managed and closed an aggregate of more than $1 billion in transactions in the technology sector. Mr. Kheraj holds a Master of Business Administration from the University of Southern California’s Marshall School of Business, a Master of Science in electrical engineering from California State University, Los Angeles, and a Bachelor of Science in aerospace engineering from the University of California, Los Angeles.

Helen Lum (Age 35) – Proposed EVP of App Science – As one of the first employees who joined Sabio in 2015, Helen rose through the ranks from Associate Director to SVP of Operations, before becoming the Executive Vice President of App Science. Helen has been an integral part of the company’s growth. She had a major role in facilitating the expansion of the company’s proprietary technology capabilities by executing our cutting-edge CTV advertising platform and launching the media agnostic SaaS platform, App Science. As the EVP of App Science, Helen oversees all business and growth strategies. Before joining Sabio, Helen assisted in spearheading the first mobile retargeting campaign in the industry and lead campaign management teams at companies such as, Opera Mediaworks (AdColony) and Conversant.

Simon Wong (Age 38) – Proposed EVP of Sabio – Simon is Sabio’s Executive Vice President and is responsible for leading product innovation, partnerships, inventory, marketing and overall, the company’s growth efforts globally. With nearly 10 years of digital advertising experience, Simon has become a jack-of-all-trades specialist at Sabio. His past roles have ranged from advertising operations and ad support to sales and business development. Simon joined Sabio in 2016 where he was the Director Advertising Operations. Over the past 5 years at Sabio, Simon has been instrumental in Sabio’s product strategy which helped transition Sabio offering only Mobile advertising to now CTV/OTT Advertising. Simon’s ability to lead the team and develop his vision for the product has allowed him to rise through the ranks to EVP.

Kendra Low (Age 42) – Proposed Corporate Secretary of Sabio – Kendra has over 15 years of experience working in corporate and sustainability governance. An experienced corporate secretary, corporate and sustainability governance professional and business strategist, she has advised boards and managed the governance function for publicly-traded, go-public, private and not-for-profit organizations through different phases of organizational growth including start-up, financing and development. Most recently, Kendra co-founded Vancouver Corporate Solutions Inc., which provides corporate secretarial and governance services to primarily public and go-public organizations. She was a director of Libby K Industries Inc., a capital pool company (CPC) that completed its qualifying transaction with Plurilock Security Inc. in 2020. She is also the Corporate Secretary of Wishpond Technologies Ltd. and Four Arrows Capital Corp, a CPC. Kendra holds an MBA and Bachelor of Kinesiology from the University of British Columbia in Vancouver, Canada.

Amendment Agreement

Spirit Banner and Sabio have entered into an amendment agreement (the “Amendment Agreement“) to the letter of intent dated June 23, 2021 for the Proposed Transaction. The Amendment Agreement extends the deadline for filing the filing statement and entering into the definitive agreement for the Proposed Transaction to October 31, 2021. The parties expect the Proposed Transaction to be completed in October.

Trading Halt

Spirit Banner’s common shares are currently halted from trading and are not expected to resume trading until the Proposed Transaction is completed.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, the approval of certain matters by shareholders of Spirit Banner, TSXV acceptance and the completion of the concurrent financing with respect to Sabio. There can be no assurance that the Proposed Transaction or the concurrent financing will be completed as proposed or at all.

About Sabio Mobile, Inc.

Sabio provides a CTV platform that is powered by mobile data, providing leading brands with the perfect balance between media, data and technology. Sabio’s unique approach to combining mobile data, device location and consumer behaviors aims to provide brands with more effective targeting and greater prediction accuracy for their mobile and connected TV ad campaigns. Sabio’s team of experienced marketers, engineers and data scientists are passionately innovative in everything they do, from developing Sabio’s proprietary audience platform and ad server to creating and delivering stunning ads on connected TVs and mobile devices.

About Spirit Banner II Capital Corp.

Spirit Banner is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. The principal business of Spirit Banner is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.

Forward-Looking Statements Disclaimer

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Spirit Banner assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Spirit Banner.

Additional information identifying risks and uncertainties is contained in filings by Spirit Banner with the Canadian securities regulators, which filings are available at www.sedar.com.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES 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 more information about Spirit Banner, please contact Matthew Wood, Chief Executive Officer, at (647) 951-650

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/98807

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