GABY Announces Restructuring of its Debt

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Apr 25, 2023

SAN DIEGO, CA / ACCESSWIRE / April 25, 2023 / GABY Inc. ("GABY" or the "Company") (CSE:GABY)(OTC:GABLF), a California consolidator of cannabis dispensaries and the parent company of San Diego's Mankind Dispensary ("Mankind"), announced today that it has entered into a settlement agreement (the "Settlement Agreement") with Miramar Professional Services ("Miramar"), the former shareholders of Miramar (collectively, the "Vendors") and the representative of the Vendors (the "Vendors' Representative"), pursuant to which, among other things, GABY has agreed to settle certain outstanding indemnity claims against the Vendors in exchange for the Vendors entering into an amended and restated promissory note (the "A&R Promissory Note"), which A&R Promissory Note amends and restates the promissory note (the "Original Promissory Note") issued to the Vendors by GABY pursuant to the share purchase agreement between GABY, Miramar, the Vendors and the Vendors' Representative, dated February 15, 2021 (the "Share Purchase Agreement"). The terms of the Original Promissory Note that were amended by the A&R Promissory Note include, but not are not limited to, a reduction in the principal amount of the Original Promissory Note and a reduction in the interest rate accruing on the principal amount of the A&R Promissory Note for the next two years. The principal repayment obligations under the Original Promissory Note are also extended pursuant to the A&R Promissory Note for one year with the final repayment of the principal amount of the A&R Promissory Note becoming due on April 30, 2029.