General Meeting Receives Acceptance by TSX Venture Exchange of $2 Million Loans and Modification of Previous Loan

TORONTO–(BUSINESS WIRE)–General Assembly Holdings Limited (the “Company” Where “GA Pizza”) (TSXV: GA), an omnichannel brand of high-end consumer packaged goods pizza, reports that the TSX Venture Exchange (the “TSX-V”) has accepted Company loans in the aggregate principal amount of $2,000,000 from Timothy Nye and Keleher Investments Corp. (collectively, the “Lenders”) and previously announced on August 29, 2022 and September 14, 2022 (there “New loans”). The New Loans mature on August 26, 2023 and bear simple interest at the rate of 18% per annum. On September 26, 2022, the Company issued, as loan premiums, an aggregate of 1,739,130 ​​common shares of the Company to the lenders at a deemed price per share of $0.23.

The TSX Venture Exchange has also accepted amendments to two previous loans made by Mr. Nye to the Company, each for a principal amount of $1,000,000, and previously announced by the Company on November 5, 2021 and December 31, 2021 (collectively, the “Previous Nye Loans”). The maturity dates of the prior Nye Loans were each changed from May 5, 2025 and June 30, 2025 to August 26, 2023. The Company canceled the 2,578,153 common stock warrants originally issued to Mr. Nye in the under the previous Nye loan. Lent and reissued 2,578,153 common share purchase warrants to Mr. Nye exercisable for the same number of common shares of the Company at an exercise price of $0.23 per common share until the 26 August 2023.

About General Assembly Holdings Limited

GA Pizza started life as a fast and casual pizzeria in the heart of Toronto. Nearly four years later, we also offer a range of freezer-to-table consumer packaged goods and a revolutionary direct-to-consumer e-commerce experience, not to mention a pizza box that holds more than one pizza. Our ambition ? Bring delicious pizza to everyone, everywhere. We’re always striving to take pizza to new heights, whether it’s showing the world that better pizza is possible or finding new spaces and venues to deliver unparalleled pizza experiences. Find us in your freezer or visit gapizza.com for more information.

ON BEHALF OF THE BOARD OF DIRECTORS

Ted Hastings

Director

Forward-looking statements

Investors are cautioned that, unless otherwise stated in the Information Document, any information published or received regarding the Company may not be accurate or complete and should not be relied upon. Trading in the Company’s securities should be considered highly speculative.

This press release contains statements that constitute “forward-looking information” or “forward-looking statements” (together “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, ” esteem”, “expect” or similar expressions.

Investors are cautioned that forward-looking information is not based on historical fact but rather reflects the Company’s management’s expectations, estimates or projections regarding future results or events based on management’s opinions, assumptions and estimates considered. as reasonable on the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information include, but are not limited to, the Company’s financial condition; pre-existing debt of the Company; the Company’s limited operating history; global economic risk; the impact of COVID-19 on the Company; the general economic environment; cybersecurity risks; financial projections may prove to be materially inaccurate or incorrect; the Company may experience difficulty in forecasting sales; general industry competition from other companies; growth risk management; dependence on management; insurance risks; changes in food and supply costs could adversely affect profitability and ultimately our results of operations; our business could be affected by increased labor costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending habits and demographic trends could cause sales to decline; changes in nutrition and food regulations; the inability to establish our primary production facility; inability to increase production capacity; disruption in our facilities; government regulation of the food industry creating risks and challenges; risk associated with food safety and consumer health; changes in Internet search algorithms and social media; risks associated with leasing commercial and retail space; reliance on third parties for shipping and payment processing; environmental laws; we cannot persuade customers of the benefits of paying our prices for higher quality food; our marketing and advertising strategies may not be successful, which could negatively impact our business; subsequent funding requirements; the Company may prioritize customer growth and engagement and customer experience over short-term financial results. This forward-looking information may be affected by risks and uncertainties associated with the Company’s business and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may differ materially from those described herein as anticipated, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be those anticipated, estimated or planned. The Company does not intend and undertakes no obligation to update this forward-looking information, except as otherwise required by applicable law.

Neither the 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.

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