Spirit Banner II Capital Corp. Enters into Letter of Intent to Complete Qualifying Transaction with Sabio Mobile, Inc.

About this update from Sabio Holdings, Inc.

[{"type":"text","content":"Spirit Banner II Capital Corp. Enters into Letter of Intent to Complete Qualifying Transaction with Sabio Mobile, Inc.Toronto, Ontario--(Newsfile Corp. - June 29, 2021) - Spirit Banner II Capital Corp. (TSXV: SBTC.P) (\"Spirit\") is pleased to announce that it has entered into a non-binding letter of intent dated June 23, 2021 (the \"LOI\") with Sabio Mobile, Inc. (\"Sabio\") pursuant to which Spirit proposes to acquire all of the issued and outstanding securities of Sabio in exchange for the issuance of securities of Spirit, which will result in Sabio becoming a wholly-owned subsidiary of Spirit (the \"Sabio Transaction\"). The Sabio Transaction, assuming the completion of the Private Placement (as defined below), will result in a reverse take-over of Spirit where the existing shareholders of Sabio will own a majority of the outstanding common shares of Spirit (the \"Spirit Common Shares\") and Spirit is anticipated to be renamed \"Sabio Inc.\" (the \"Resulting Issuer\") or such other name as Sabio may determine. Upon completion of the Sabio Transaction, it is anticipated that the Resulting Issuer will be a Technology Issuer.Trading of the Spirit Common Shares will be halted in accordance with the policies of the TSX Venture Exchange (the \"TSXV\") and will remain halted until such time as all required documentation in connection with the Sabio Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.The Qualifying TransactionSpirit is a capital pool company and intends that the Sabio Transaction will constitute its \"Qualifying Transaction\" under the policies of the TSXV. The Sabio Transaction will not constitute a non-arm's length qualifying transaction or a related party transaction pursuant to the policies of the TSXV. Pursuant to the terms and conditions of the LOI, Spirit and Sabio will negotiate and enter into a definitive agreement (the \"Definitive Agreement\") incorporating the principal terms of the Sabio Transaction as described in the LOI and this press release. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the Definitive Agreement to be negotiated between the parties.As considera...

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