GABY Inc. Announces a Strategic Acquisition of Highly Regarded and Well Established CBD Brands: Hempfusion(TM), Sagely Naturalstm and Apothecanna(TM)

• Highly accretive acquisition of over US$5.4 million of net revenue purchased for CAD$1.3 million payable in GABY common shares
• Products sold in approximately 15,000 stores including CVS, Walgreens, Publix, Whole Foods, Sprouts Farmers Market, and Kroger
• Approximately 50% of revenue is comprised of high margin direct to consumer (DTC) sales

SAN DIEGO, CA / ACCESSWIRE / April 28, 2023 / GABY Inc. ("GABY" or the "Company") (CSE:GABY)(OTCQB:GABLF), the parent company of San Diego's Mankind Dispensary, is pleased to announce it has entered into a share purchase agreement (the "Share Purchase Agreement") with HempFusion Wellness Inc. ("HF") to acquire all of the issued and outstanding shares in the capital of HF's wholly-owned subsidiary Hempfusion, Inc. ("HempFusion"), the parent company of Sagely Enterprises Inc. and APCNA Holdings, LLC (the "Transaction").

Through the Transaction, GABY will acquire three high quality CBD brands: HempFusion^TM, Sagely Naturals^TM and apothecanna^TM (together, the "Brands").

"We are always looking for ways to build shareholder value and strengthen the foundation of our business," said Margot Micallef, Founder and Chief Executive Officer of GABY. "This acquisition allows us to expand our CBD division and realize additional revenue from an alternative channel outside the regulated cannabis industry. GABY is extremely fortunate to be able to acquire these high-quality established brands for such great value" she continued. "GABY's management team has extensive experience in building consumer facing brands putting GABY in a strong position to create further shareholder value from this acquisition".

As previously announced at the annual and special meeting held on March 25, 2021, holders of GABY shares passed a special resolution approving the consolidation of GABY shares on the basis of 20 pre-consolidation GABY shares for 1 post-consolidation GABY share (the "GABY Share Consolidation").

As consideration for the Transaction, GABY has agreed to issue to HF an aggregate of 13,011,148 GABY shares (on a post-GABY Share Consolidation basis) on the closing of the Transaction at the then prevailing market price of the GABY shares on the Canadian Securities Exchange (the "CSE") at the time of issuance. The GABY Shares issued on closing will be subject to a lock-up agreement and will be released in three equal tranches of 1/3 each on that date that is six, twelve and eighteen months following closing.