Mr. Mike Marrandino reports

MARBLE FINANCIAL ENTERS INTO EXCHANGE AGREEMENT WITH EXISTING CONVERTIBLE DEBENTURE HOLDERS

Marble Financial Inc. will issue an aggregate of $814,440.01 in principal amount of new unsecured convertible debentures in exchange for the full settlement and discharge of $814,440.01 in principal and interest owing on its Series 2021-04.PP-CD30-A unsecured convertible debentures. The new debentures will be subject to a hold period of four months and one day following the date of issue.

The new debentures will mature on July 31, 2023, and will bear simple interest at a rate of 10 per cent per annum payable on the maturity date. The company may, subject to any required approvals, elect to pay the accrued interest in cash or in common shares of the company at a price per share equal to the five-day VWAP (volume-weighted average price) of the closing price of the common shares on the Canadian Securities Exchange (the CSE) for the five consecutive trading days prior to the date the interest is due, subject to such deemed price being no less than the maximum allowable discount permitted by the CSE.

The holder may convert the principal amount into common shares at a price of 10 cents per share. If at any time after the date that is four months plus one day following the closing, the common shares trade or close on the CSE at a price of 15 cents or more for five consecutive trading days, the company may force the conversion of the principal amount and any interest into common shares at, respectively, the conversion price and the interest share price, by giving notice via news release.

The company may, at any time following three months after the closing date, repay the principal amount without penalty. If the company completes one or more equity financings within any 60-day period which raises aggregate gross proceeds in cash of more than $500,000, the company shall allocate 25 per cent of the amount that such gross proceeds exceeds $500,000 to early repayment of the new debentures on a pro rata basis.

About Marble Financial Inc.

Marble is a leading provider of software-as-a-service (SaaS) solutions that empower businesses to acquire, monitor and rehabilitate consumers using data-driven technology -- enabling smarter marketing return on investment for partners seeking increased conversion rates. Utilizing Marble's proprietary and proven data-driven technology platforms, Inverite, Accumulate.ai and MyMarble, businesses and consumers are empowered in real time having access to a 360-degree financial profile that includes credit and banking data. Marble leverages machine learning and open-banking strategies to put the power of financial data into the hands of businesses and consumers, promoting more robust relationships and higher intent toward future engagements.

We seek Safe Harbor.