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Sarment Holding Limited Completes Initial Public Offering

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TORONTO, Aug. 21, 2018 (GLOBE NEWSWIRE) -- Sarment Holding Limited ("Sarment") (TSX-V:SAIS) today announced the successful closing of its initial public offering (the "Offering") of an aggregate of 6,057,553 ordinary shares of Sarment ("Ordinary Shares") at a price of $3.15 per Ordinary Share (the "Offering Price") for total gross proceeds of CAD$19,081,292.

The Ordinary Shares will commence trading today on the TSX Venture Exchange under the symbol "SAIS".

The Offering was managed by a syndicate of agents led by Haywood Securities Inc., as sole bookrunner, and including Canaccord Genuity Corp., Cormark Securities Inc. and Paradigm Capital Inc. (collectively, the "Agents").

Sarment has granted the Agents an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part for a period of 30 days following the closing of the Offering ("Closing"), to purchase up to an additional 908,632 Ordinary Shares at the Offering Price of $3.15 per Ordinary Share for additional gross proceeds of approximately CAD$2,862,191, assuming the Over-Allotment Option is exercised in full.

Pursuant to an internal reorganization, El Greco International Investments S.R.L. ("El Greco"), the parent company of Vino Ventures Limited, acquired all of Vino Ventures Limited's interests in Sarment prior to Closing.

Concurrent with Closing, the non-interest bearing convertible loans provided to the Company by certain existing shareholders on May 25, 2018 (the "Convertible Loans"), as disclosed in Sarment's final prospectus dated July 26, 2018 (the "Prospectus"), were converted into Ordinary Shares at a conversion price equal to the Offering Price. Following Closing and the conversion of the Convertible Loans in accordance with their terms: (a) El Greco exercises control or direction over an aggregate of 9,172,781 Ordinary Shares, representing approximately 28.9% of the issued and outstanding Ordinary Shares; (b) Mark Irwin owns or exercise control or direction over an aggregate of 4,681,463 Ordinary Shares, representing approximately 14.7% of the issued and outstanding Ordinary Shares; and (c) The Estate of Claude Dauphin owns or exercise control or direction over an aggregate of 4,580,063 Ordinary Shares, representing approximately 14.4% of the issued and outstanding Ordinary Shares. Furthermore, concurrent with Closing, Bertrand Faure Beaulieu received a bonus from Sarment which was satisfied by the issuance of 181,726 Ordinary Shares, as disclosed in the Prospectus, following which Mr. Faure Beaulieu owns or exercise control or direction over an aggregate of 6,352,306 Ordinary Shares, representing approximately 19.9% of the issued and outstanding Ordinary Shares.

Each of El Greco, Mr. Irwin, The Estate of Claude Dauphin and Mr. Faure Beaulieu hold the Ordinary Shares for investment purposes and may, depending on market and other conditions, acquire additional Ordinary Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise, or may sell all or some portion of the Ordinary Shares it owns or controls, or may continue to hold the Ordinary Shares.

An early warning report will be filed by each of El Greco, Mr. Irwin, Claude Dauphin Estate and Mr. Faure Beaulieu in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Togi Gouw, Chief Financial Officer of Sarment upon request at 65 64240411.

Certain insiders of Sarment subscribed for an aggregate of 317,055 Ordinary Shares, which acquisition constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The participation of the insiders was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in paragraph (a) of Section 5.5 and paragraph (a) of Section 5.7, respectively, of MI 61-101. Insofar as it applies to interested parties (as that term is defined in MI 61-101) neither the fair market value of the Ordinary Shares issued nor the consideration paid for the Ordinary Shares pursuant to the Offering exceeded 25% of Sarment's market capitalization.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Ordinary Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Sarment in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Sarment

Sarment is Singapore-based and operates a luxury marketplace focused on offering curated luxury goods and services to High-Net-Worth and Ultra-High-Net-Worth individuals. Sarment's AI-based digital ecosystem provides intelligent personal services focusing on creating unique luxury experiences. Sarment's objective is to become the leader in global luxury lifestyle management and the preeminent marketplace for this market segment. Since its establishment in 2012, Sarment has expanded throughout Asia and is now seeking global expansion.

Forward-Looking Statements

Certain statements contained in this press release contain "forward-looking information" ("forward-looking statements") within the meaning of Canadian securities laws. These forward-looking statements represent Sarment's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing this Offering, many of which are outside of Sarment's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Sarment does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Sarment to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Sarment's final prospectus filed with the applicable Canadian securities regulatory authorities in connection with the Offering. The risk factors and other factors noted in Sarment's final prospectus could cause actual events or Sarment's actual results to differ materially from those contained in any forward-looking statement.

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

For further information contact:
Joanne Lee
joanne.lee@sarment.com
+65 6424 0417

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