GABY Exercises the Reversion Remedy and Forfeits the Shares It Holds in Miramar Professional Services in Exchange for Release of $22.5 Million Debt

SAN DIEGO, CA / ACCESSWIRE / July 13, 2023 / GABY Inc. (GABY or the Company) (CSE:GABY) (OTC PINK:GABLF) has determined that consistent with and as reported in its consolidated audited financial statements for the year ended December 31, 2022, the write down of its Type 10 retail license issued by the California Department of Cannabis Control to its wholly owned subsidiary, Miramar Professional Services (MPS) renders the value of such asset below the remaining debt of $22.5 Million incurred to acquire it, making the continued operation of the retail business untenable. Further, the Company has defaulted on its obligations under the Amended and Restated Promissory Note (Promissory Note) for US$22.5 Million issued to or to the order of EBZ Management, Illusions Limited (as successor-in-interest to Big Boulder International, LLC), Foster Raine Cayman and Foster Bane Cayman (as successors-in-interest to Foster Bar International, LLC), Wildcat Rapids Cayman (as successor-in-interest to Wildcat Rapids, LLC) and House Rock Cayman (as successor-in-interest to House Rock International, LLC), severally and not jointly (collectively, the Holders) dated April 24, 2023 and secured by a first priority security interest in the Collateral (as defined in the Pledge Agreement) which Collateral includes all of the outstanding shares of the capital stock of MPS held by the Company pursuant to that certain Stock Pledge Agreement dated as of April 5, 2021 (Pledge Agreement).

All efforts to cure such default, including refinancing of the debt evidenced in the Promissory Note have proven unavailable. The Company has delivered to the Holders an executed Consent to Strict Foreclosure and Release Agreement (Foreclosure and Release Agreement) as contemplated in the Promissory Note and in cooperation with its secured creditors the parties have exercised the reversion remedy (Reversion Remedy) on the terms set out in the Strict Foreclosure and Release Agreement.

The Reversion Remedy provides that in consideration for the transfer of the Collateral to the Holders, the Holders release the Company from any further liability for the principal and accrued interest under the Promissory Note on the terms and conditions set forth in the Foreclosure and Release Agreement. Further, pursuant to the Reversion Remedy, the GABY shares issued pursuant to Section 2.02(1)(c) of the Share Purchase Agreement dated April 5, 2021, between the Holders on the one hand and the Company on the other, shall be returned to the Company and surrendered by the Holders to the Company for cancellation.

The Foreclosure and Release Agreement and the Reversion Remedy are effective as of July 15, 2023. Effective on the same date Ebon Johnson will resign from the board of directors of GABY.

The Company will consider the feasibility of continuing to operate its CBD business under the Lulu's and 2Rise brands.

GABY's common shares trade on the Canadian Securities Exchange ("CSE") under the symbol "GABY" and on the OTC under the symbol "GABLF". For more information on GABY, visit www.GABYInc.com or the Company's SEDAR profile at www.sedar.com.

For further inquiries, please contact Investor Relations at IR@GABYinc.com.

Cautionary Statement

The purpose of forward-looking statements is to provide the reader with a description of management's expectations, and such forward-looking statements may not be appropriate for any other purpose. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company's objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Certain of the forward-looking statements and other information contained herein concerning the cannabis industry and the general expectations of the Company concerning the industry and the Company's business and operations are based on estimates prepared by the Company using data from publicly available governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the cannabis industry involves risks and uncertainties that are subject to change based on various factors. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue reliance on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

To the extent any information contained in forward-looking statements in this press release constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated financial performance of the Company and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information or financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out above for forward-looking statements. The Company's actual financial position and results of operations may differ materially from its management's current expectations and, as a result, the Company's actual revenue may differ materially from the prospective revenue projections provided in this press release. Such information is presented for illustrative purposes only and may not be an indication of the Company's actual financial position or results of operations.

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: GABY Inc.