Sophic Capital to enhance GA Pizza’s engagement with analysts and investors

General Assembly Holdings Limited (the “Company” or “GA Pizza”) (TSXV: GA), an innovative, premium consumer packaged goods brand dedicated to making delicious pizzas available to everyone, everywhere, is pleased to announce that it has engaged Sophic Capital Inc. (“Sophic”) to provide capital markets advisory services under an agreement dated December 20, 2021 (the “Agreement”). The Agreement and the obligations of the Company under the Agreement are subject to the approval of the TSX Venture Exchange (the "TSXV").

“GA Pizza is in a period of rapid growth, as we deepen our wholesale and direct-to-consumer channels across Canada and optimize our newly reopened flagship restaurant,” said Ali Khan Lalani, Founder and Chief Executive Officer of GA Pizza. “We continue to see significant growth opportunities ahead for General Assembly in the frozen pizza category, and after careful consideration chose a partner that can help amplify our story to a large, sophisticated group of investors and capital markets professionals. Sophic’s extensive experience supporting the growth of entrepreneurial businesses and its unsurpassed knowledge of capital markets make it an ideal partner as we prepare for a new era of expansion.”

“We’ve been following GA Pizza closely as it evolved from a restaurant concept to a fast-growing premium CPG company with a recurring revenue subscription service”, said Sean Peasgood, President and CEO of Sophic Capital. “We believe there remains a significant whitespace opportunity in the frozen section of grocery to disrupt the pizza category, while continuing to build the brand through new store development and growth in the DTC pizza subscribers. On behalf of Sophic’s partners and employees, I’d like to thank General Assembly Holdings for selecting us to develop its capital markets strategy and expand communication of this innovative, fast-growing story.”

Services to be provided by Sophic pursuant to the Agreement will include assisting the Company in the preparation of an investor communications plan, investor materials, news releases, roadshows and conference calls. Sophic will also introduce the Company to its network of professional analysts, as well as institutional and retail investors.

Sophic’s engagement will extend for a period of six months commencing on December 20, 2021 (the "Effective Date"), and renew automatically for successive six-month terms unless earlier terminated by the parties. The Agreement allows for mutual termination for convenience on 30 days notice, except during the initial six-month period.

GA Pizza will pay Sophic a fee of $10,000 per month. In addition, on the Effective Date, Sophic will receive an aggregate of 100,000 stock options under the Company’s stock option plan (the “Initial Options”), and on the later to occur of the six (6) month anniversary of the Effective Date (the “Renewal Date”) and the Company’s completion of an equity financing raising aggregate gross proceeds of at least $5 million, Sophic will receive such additional number of stock options under the Company's stock option plan (the Renewal Options”, and together with the Initial Options, each, an “Option”, and collectively, the “Options”) as will result in a total number of stock options issued to Sophic, inclusive of the Initial Options, that is equal to 1% of the Company’s issued and outstanding Class A common shares (“Common Shares”) as at the Renewal Date. Each Option will be exercisable to acquire one Common Share at an exercise price of $0.69 per Common Share, in the case of the Initial Options, and the greater of (i) the closing price per Common Share on the TSXV for the day immediately preceding the Renewal Date, and (ii) the lowest price permitted by the TSXV, in the case of the Renewal Options. The Options will vest and become exercisable as to 25% on a quarterly basis commencing on the three-month anniversary of the date of issuance. The Options shall continue to be exercisable until the earlier to occur of the date that is 12 months following the date Sophic ceases to be an eligible participant under the Company’s stock option plan and the date that is 10 years following the issuance the Options. Issuance of the Options is subject to review and approval by the TSXV.

Including the Options, Sophic holds, directly or indirectly, such number of Common Shares, and securities convertible or exercisable into Common Shares, as is, on a fully diluted basis, equal to less than 5% of the Company's currently issued and outstanding Common Shares.

About GA Pizza

GA Pizza began its life as a fast-casual pizza restaurant in the heart of Toronto. Four years later, we also offer a freezer-to-table consumer packaged goods line and a revolutionary direct-to-consumer eCommerce experience—not to mention a pizza box with more than one pizza in it. Our ambition? Make delicious pizzas available to everyone, everywhere. We’re always working to take pizza to new heights—from showing the world that better pizza is possible, to finding new spaces and places to deliver unrivaled pizza experiences. Find us in your freezer or visit gapizza.com for more information.

Visit invest.gapizza.com or gapizza.com for more information.

About Sophic Capital

Sophic Capital is a capital markets advisory firm for public and private growth companies. It specializes in developing complete capital markets strategies for companies across all stages of development. Its team collectively has almost 50 years of experience in capital markets and relevant industry sectors in multiple jurisdictions. Its depth of knowledge in the technology, clean technology, consumer and industrial markets combined with decades of experience working in the capital markets, makes Sophic Capital an ideal partner to help lower companies’ cost of capital, and accelerate their growth.

Cautionary Notice

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This press release contains statements which constitute “forward-looking information” or “forward-looking statements” (together “forward-looking information”) within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding anticipated increases to the Company's production capacity at the master facility and the Company's growth strategy.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at 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. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the following: there being no market for the securities of the Company; the Company’s limited operating history; global economic risk; COVID-19’s impact on the Company; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; changes in food and supply costs could adversely affect profitability and ultimately our results of operations; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending patterns and demographic trends could cause sales to decline; changes in nutrition and food regulation; failure to establish our master production facility; failure to expand production capacity; disruption at our facilities; government regulation of the food industry creating risks and challenges; risk associated with food safety and consumer health; changes in internet and social media search algorithms; risks associated with leasing commercial and retail space; third party reliance for shipping and payment processing; environmental laws; we may not persuade customers of the benefits of paying our prices for higher-quality food; our marketing and advertising strategies may not be successful, which could adversely impact our business; requirements for further financing; the Company may prioritize customer growth and engagement and the customer experience over short-term financial results. This forward-looking information may be affected by risks and uncertainties in the business of the Company 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 vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Media Tat Read, Senior Lead, Partnerships & Communications, GA Pizza tat@gapizza.com

Investor Relations Eric Balshin, Sophic Capital 647-559-7557 invest@gapizza.com

Ali Khan Lalani, Chief Executive Officer & Founder, GA Pizza invest@gapizza.com

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