Sabio Achieves 112% Revenue Growth and Record Revenues in Q3/2021

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• Revenue growth driven by a 7x increase in CTV Revenues and 38% increase in Mobile
• Subsequent to the quarter ended September 30, 2021, Sabio Holdings Inc. completed its TSX Venture Exchange qualifying transaction with Sabio, Inc.

TORONTO, Nov. 29, 2021 - Sabio Holdings Inc. (formerly, Spirit Banner II Capital Corp. ("Spirit")) (TSXV: SBIO) (the "Company"), a leader in mobile data-powered CTV solutions, is pleased to announce the financial results of its wholly-owned subsidiary Sabio, Inc. (formerly, Sabio Mobile, Inc.) ("Sabio") for the three and nine months ended September 30, 2021. Subsequent to such quarter end, the Company completed its previously announced qualifying transaction (the "Transaction") with Sabio, resulting in the reverse takeover of the Company by Sabio, a private company incorporated under the laws of Delaware, with the common shares of the resulting issuer of the Transaction, Sabio Holdings Inc., commencing trading on the TSX Venture Exchange on November 26, 2021, under ticker symbol "SBIO" as a Tier 2 technology issuer.

Accordingly, the results announced today reflect the operations of Sabio only as the reverse takeover acquiror for securities laws purposes. The financial results of the business of the Company for the interim period ended September 30, 2021, prior to the completion of the Transaction, have been filed separately. The interim financial statements and Management's Discussion and Analysis for each of the Company and Sabio for the interim period ended September 30, 2021 are available under the Company's issuer profile on SEDAR at www.sedar.com. Unless otherwise stated, all dollar amounts referred to herein or in Sabio's financial results are in United States (U.S.) dollars. All amounts in the Company's financial results are in Canadian dollars.

"Sabio delivered outstanding results for our third quarter 2021. Our revenue more than doubled year over year, driven by the rapid adoption of our industry leading connected TV (CTV) solutions, which now represent over 42% of total sales," said Aziz Rahimtoola, Chief Executive Officer of the Company and Sabio. "Additionally, I'm very pleased by our team's ability to remain focused on delivering operational excellence while completing our recent TSXV listing and capital raise. We continue to see solid momentum as we close out 2021 with a healthy balance sheet and robust pipeline, which positions us well to continue to deliver strong growth in 2022 and beyond."

"2021 has been a pivotal year for Sabio. We have achieved record revenues, driven by rapid market adoption of our industry leading CTV solutions. We have begun to make considerable investments into our sales and support infrastructure, which will allow us to continue to provide exceptional service to our existing client relationships while seizing the funnel of new opportunities ahead of us," said Mr. Rahimtoola. "We believe we are in a unique position to further capitalize on the thriving Connected TV market, and we expect our sales momentum to continue for the remainder of this year and into 2022".

The Qualifying Transaction

For further information regarding the Transaction, please refer to the Company's press releases dated June 29, 2021, October 6, 2021, October 15, 2021, November 16, 2021 and November 22, 2021, and the filing statement ("Filing Statement") posted to the Company's issuer profile on SEDAR at www.sedar.com.

Third Quarter 2021 Financial Highlights of Sabio, Inc.

• Third quarter 2021 revenues were $6.8 million, which represents a 112% increase from the $3.2 million in sales reported in the third quarter of 2020.
• Mobile revenues were $3.9 million, which represents a 38% increase from the $2.9 million reported in the third quarter of 2020.
• Connected TV revenues were $2.9 million, which represents a 713% increase from the $0.4 million reported in the third quarter of 2020.
• Gross profit was reported at $4.1 million, which represents a 102% increase from the $2.1 million reported in the third quarter of 2020. Sabio's gross margin⁽¹⁾ was 61% in the current quarter.
• Adjusted EBITDA was reported at $0.7 million, which is down 16% from $0.8 million reported in the third quarter of 2020. The reduction in Adjusted EBITDA is primarily a result of Sabio's increase in sales & marketing, research & development and general & administrative expenses.
• IFRS net income was reported at $0.1 million, compared to $0.3 million in the third quarter of 2020.
• Sabio's cash balance was $0.5 million as of September 30, 2021, compared to $0.05 million at year end 2020. This does not include the impact of the recent capital raise, which closed subsequent to quarter end, as noted below.

Subsequent Events – Sabio, Inc.

• On October 15, 2021, Sabio announced the closing of the previously announced private placement of subscription receipts for aggregate gross proceeds of C$6,559,316 by Sabio Canada Finco, Inc. ("Finco"), an Ontario corporation and a wholly-owned subsidiary of Sabio. On October 22, 2021, Finco closed a second tranche of the concurrent financing for aggregate gross proceeds of C$89,374. Including both tranches, the concurrent financing was comprised of an aggregate of 3,799,252 subscription receipts at a price of C$1.75 per subscription receipt for aggregate gross proceeds of C$6,648,691.
• On November 19, 2021, in connection with the completion of Spirit's Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange), Finco and 2872484 Ontario Inc., a wholly owned subsidiary of Spirit, amalgamated pursuant to the provisions of the Business Corporations Act (Ontario), and all of the issued and outstanding shares of Finco were exchanged for securities of the resulting issuer, being the Company, on a one-for-one basis. Effective November 19, 2021, Sabio also consolidated its share capital on the basis of approximately 0.2735 common shares (old) for 1 common share (new), and Spirit consolidated its share capital on the basis of approximately 15.9091 common shares (old) for 1 common share (new). The resulting issuer of the Transaction is the Company, and was renamed "Sabio Holdings Inc." (TSXV: SBIO), and its U.S. operating subsidiary "Sabio Mobile, Inc." changed its name to "Sabio, Inc.".
• On November 23, 2021, Sabio closed on a new credit facility pursuant to the terms of a credit agreement between Sabio and Avidbank. The facility is secured against assets of the [Company] including, but not limited to, its accounts receivable and provides for a $4 million accounts receivable line of credit at an interest rate of the greater of (i) the Wall Street Journal prime rate plus 1.00% and (ii) 4.25%. On November 24, 2021, Sabio drew on the facility to refinance $2,685,000 in high-interest promissory notes, which bore stated interest rates ranging from 10% to 15%. The refinance is expected to result in significant cost savings to Sabio.

About Sabio

Sabio Holdings Inc., through its operating subsidiary, provides a CTV platform that is powered by mobile data, providing leading brands with the perfect balance between media, data and technology. The company'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. Its team of experienced marketers, engineers and data scientists are passionately innovative in everything they do, from developing the company's proprietary audience platform and ad server to creating and delivering stunning ads on connected TVs and mobile devices.

For more information, visit: sabioholding.com.

Use of Non-IFRS Measures

This press release makes reference to certain non-IFRS (International Financial Reporting Standards) measures. These measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS. Rather, these non-IFRS measures are provided as additional information to complement IFRS measures by providing a further understanding of operations from management's perspective. Accordingly, non-IFRS measures should not be considered in isolation nor as a substitute for analysis of financial information reported under IFRS. Management believes that these non-IFRS measures provide useful information to investors in measuring the financial performance of Sabio for the reasons outlined below.

Management uses Adjusted earnings before interest, income taxes, depreciation and amortization ("Adjusted EBITDA") as a key financial metric to evaluate Sabio's operating performance as a complement to results provided in accordance with IFRS. The term "Adjusted EBITDA", as defined by management, refers to net income (loss) before adjusting earnings for finance costs, income taxes, stock-based compensation, amortization, non-recurring items, and severance costs.

We believe that the items excluded from Adjusted EBITDA are not connected to and do not represent the operating performance of Sabio. We believe that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by Sabio's main business activities prior to taking into consideration how those activities are financed and taxed as well as expenses related to stock-based compensation, depreciation, amortization, restructuring costs, other expense (income), and foreign exchange (gain) loss. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of Sabio's operating performance. It is a key measure used by Sabio's management and board of directors to understand and evaluate Sabio's operating performance, to prepare annual budgets and to help develop operating plans.

Forward-Looking Statements

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts"  and other similar expressions. 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 press 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 the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press 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.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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.

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For further information: please contact: Sabio Holdings Inc., Aziz Rahimtoola, Chief Executive Officer, E-mail: aziz@sabio.inc, Phone: 1.844.974.2662

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