Sabio Mobile, Inc. entered into a non-binding letter of intent to acquire Spirit Banner II Capital Corp. (TSXV:SBTC.P) for CAD 80.6 million in a reverse merger transaction on June 23, 2021. Sabio Mobile, Inc. entered into a definitive agreement to acquire Spirit Banner II Capital Corp. in a reverse merger transaction on October 13, 2021. Pursuant to the terms and conditions of the LOI, Spirit and Sabio will negotiate and enter into a definitive agreement. As consideration for the acquisition of all of the outstanding securities of Sabio, holders of issued and outstanding common shares of Sabio will receive approximately one Spirit Common Share for each one Sabio Common Share (the “Exchange Ratio”), at a deemed price of CAD 1.75 per Spirit Common Share. Excluding any securities issued in connection with the Private Placement, immediately prior to the closing of the Sabio Transaction, it is anticipated that: (i) assuming completion of the anticipated exercise of 5,440,064 post-Sabio Consolidation incentive stock options, holders of the post-Sabio Consolidation Sabio Common Shares will receive an aggregate of approximately 35,646,924 Spirit Common Shares in accordance with the Exchange Ratio; (ii) holders of the unexercised post-Sabio Consolidation incentive stock options will receive an aggregate of approximately 3,394,600 incentive stock options of the Resulting Issuer pursuant to the Exchange Ratio; (iii) holders of the post-Sabio Consolidation common share purchase warrants will receive an aggregate of approximately 3,144,357 common share purchase warrants of the Resulting Issuer pursuant to the Exchange Ratio; and (iv) holders of the post-Sabio Consolidation convertible notes will receive an aggregate of approximately 2,591,713 Spirit Common Shares and an aggregate of approximately 1,295,856 common share purchase warrants of the Resulting Issuer, each pursuant to the Exchange Ratio, and on the assumed basis of a fully diluted equity valuation of Sabio of CAD 80,628,468. Immediately prior to the completion of the Sabio Transaction, it is anticipated that: (i) Spirit will consolidate its issued and outstanding Spirit Common Shares on the basis of approximately 15.91 pre-consolidation Spirit Common Shares for each one (1) post-consolidation Spirit Common Share as a condition to the completion of the Sabio Transaction and (ii) Sabio will consolidate its issued and outstanding Sabio Common Shares on the basis of approximately 0.2757 pre-consolidation Sabio Common Shares for each one post-consolidation Sabio Common Share as a condition to the completion of the Sabio Transaction. All incentive stock options of Spirit are anticipated to be adjusted on the basis of the Spirit Consolidation Ratio. All incentive stock options of Sabio, common share purchase warrants to purchase Sabio Common Shares and other convertible securities of Sabio are anticipated to be adjusted on the basis of the Sabio Consolidation Ratio. Sabio to close a concurrent brokered private placement (the “Private Placement”) for aggregate gross proceeds of up to CAD 10,000,000 through the offering of subscription receipts of Sabio to be sold at an issue price of CAD 1.75 or such other price as may be agreed to by Sabio. Spirit is anticipated to be renamed “Sabio Inc.” or such other name as Sabio may determine. In connection with the Proposed Transaction, the Corporation will change its name to “Sabio Holdings Inc.” and will consolidate its outstanding share capital on the basis of one post-consolidation common share for approximately every 15.9090 outstanding common shares of the Corporation existing immediately before the consolidation. Upon completion of the Sabio Transaction, it is anticipated that the Resulting Issuer will be a Technology Issuer. The obligations of Spirit and Sabio pursuant to the letter of intent shall terminate in certain specified circumstances, including in the event that a Definitive Agreement is not entered into between the parties by July 21, 2021. The Resulting Issuer's trading symbol will be "SBIO".

Upon completion of the Sabio Transaction, it is anticipated that the Board of Directors of the Resulting Issuer will consist of four directors: (i) Aziz Rahimtoola; (ii) Paula Madison; (iii) Carl Farrell; and (iv) Muizz Kheraj. The senior management team of the Resulting Issuer will consist of those officers appointed by the new Board of Directors of the Resulting Issuer concurrent with the closing of the Sabio Transaction and is anticipated to include: Aziz Rahimtoola, Chief Executive Officer; Sajid Premji, Chief Financial Officer; Joe Camacho, Chief Marketing Officer; Jason Tong, Senior Vice President of Engineering; Helen Lum, Executive Vice President of AppScience; Simon Wong, Executive Vice President; and Kendra Low, Corporate Secretary. The completion of the Sabio Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval by the Boards of Directors of each of Spirit and Sabio, approval of the shareholders of Spirit and approval of the shareholders Sabio (if required), obtaining necessary third party approvals, TSXV acceptance, closing of the Private Placement for minimum aggregate gross proceeds of up to CAD 10,000,000 and preparation and filing of a management information circular or filing statement outlining the definitive terms of the Sabio Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Sabio Transaction, in accordance with the policies of the TSXV. There can be no assurance that the Sabio Transaction or the Private Placement will be completed as proposed, or at all. The Board of Spirit Banner II has unanimously approved the Transaction. 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 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. As of November 16, 2021, TSXV Venture Exchange (the “Exchange” or the “TSXV”) has conditionally approved the transaction. As of October 6, 2021, Spirit Banner and Sabio have entered into an amendment agreement which extends the deadline for filing the filing statement and entering into the definitive agreement for the Proposed Transaction to October 31, 2021. As of October 15, the private placement in connection with the transaction has been completed. The parties expect the Proposed Transaction to be completed in October. TSX Trust Company served as transfer agent to Spirit Banner II Capital Corp. Jonathan Clark of Peterson McVicar LLP acted as legal advisor to Spirit Banner. Raj Dewan of McMillan LLP acted as legal advisor to Sabio.