Value Capital Trust And AIP Yield Fund, LP Announce Further Details Regarding Previously Announced Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - February 4, 2022) - Value Capital Trust (TSXV: VLU.P) ("Value") and AIP Yield Fund, LP ("AIPYF") are pleased to provide an update on the previously announced non-binding letter of intent dated December 18, 2020, as amended (the "LOI"). Effective as of the date hereof, Value, AIPYF, 1345492 B.C. Unlimited Liability Company, a wholly-owned subsidiary of Value ("Subco") and AIP Yield Fund GP Inc., the general partner of AIPYF ("AIPGP") have entered into a definitive business combination agreement (the "Definitive Agreement") setting out the terms and conditions pursuant to which Value and AIPYF will complete a transaction that will result in a reverse take-over of Value by AIPYF (the "Proposed Transaction"). The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute Value's "Qualifying Transaction" ("QT") (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV")).

Value

Value was organized as a valid trust formed under the laws of the Province of Alberta by a Declaration of Trust on March 16, 2017, as amended and restated on April 30, 2017, and has a head office in Calgary, Alberta. The units of Value ("Value Units") are currently listed on the TSXV. Value is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

AIPYF

AIPYF is a limited partnership organized under the Limited Partnerships Act (Ontario) on March 14, 2019, and has its head office in Toronto, Ontario. AIPYF finances the construction, acquisition and management of light industrial flex multi-tenant properties being developed across North America. AIPYF holds the exclusive rights to purchase all completed AllTrades Industrial Properties, Inc. ("AllTrades") properties being developed across North America, including five facilities currently under development in the Dallas-Fort Worth, Texas submarkets with a projected future purchase price by AIPYF of approximately US$90 million. Additionally, AllTrades has identified six additional facilities across the Texas markets planned to commence development subsequent to the closing of the QT and are approved by AIPYF to purchase under the Exclusive Agreements (as defined below).

Pursuant to Policy 2.4 of the TSXV, the following table sets forth selected consolidated audited financial information for AIPYF from the date of its organization (March 14, 2019) to December 31, 2020 and unaudited interim financial information for the three and nine month periods ended September 30, 2021. The financial information has been prepared in accordance with International Financial Reporting Standards.

⁽¹⁾ For the three months ended September 30, 2021. $(308,209) for the nine months ended September 30, 2021.

Proposed Transaction Summary

The Proposed Transaction is structured as an exempt takeover bid, amalgamation and wind-up among Value, Subco, AIP Yield Fund GP ULC ("AIPGP ULC") and AIPYF. Pursuant to the terms of the Definitive Agreement, immediately prior to the effective time of the Amalgamation (as defined below): (i) AIPGP ULC will be appointed by AIPYF as its general partner and AIPGP will resign as general partner of AIPYF, and (ii) holders of class A units of AIPYF, including those issued upon the conversion of the Subscription Receipts (as defined below) ("AIPYF Class A Units") and class B units of AIPYF ("AIPYF Class B Units" and collectively, the "AIPYF Units") will receive one post-Consolidation (as defined below) unit of Value (each, a "Value Unit") for each AIPYF Unit held. Immediately thereafter, it is expected that AIPGP ULC and Subco will then amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation"). Upon completion of the Amalgamation, the newly amalgamated entity ("Amalco") will be the general partner of AIPYF and Value will be the limited partner of AIPYF. Following the Amalgamation, Amalco and AIPYF will be wound up into Value and the assets of AIPYF (including AIP Realty, the sole beneficial owner of AIPEC, which holds the Eagle Court Property (each as defined below)) will be transferred to Value.

It is anticipated that the issuer resulting from the Proposed Transaction (the "Resulting Issuer") will be listed as a Tier 1 Real Estate Issuer on the TSXV. In order to align the value of the Value Units with the value per AIPYF Unit at which the Proposed Transaction will be completed, it is anticipated that Value will consolidate its units on the basis of one post-consolidation Value Unit for every 20 existing Value Units (the "Consolidation"). Pursuant to the terms of the Proposed Transaction, pre-Consolidation Value Units are being valued at US$0.10 per Value Unit and the AIPYF Units shall have an implied value of US$2.00 per AIPYF Unit, as established by the Offering (as defined below).

In connection with the Proposed Transaction, Value intends to change its name to "AIP Realty Trust" or such other name as is acceptable to AIPYF (the "Name Change"). Further, it is proposed that those individuals set out below under the heading "Board of Trustees" will replace the existing board of trustees of Value. Biographical information regarding these individuals is provided below.

Completion of the Proposed Transaction is also subject to a number of other conditions, including, but not limited to, the acquisition by AIP Realty (AIP Realty) of AIPEC, the completion of the Consolidation, obtaining all necessary board, unitholder and regulatory approvals, including TSXV approval and other conditions customary to a transaction of this nature. The terms and conditions of the Proposed Transaction may change based on Value's due diligence (which will be limited, as Value intends to rely upon the due diligence conducted in connection with the Offering) and the receipt of tax, corporate and securities law advice for both Value and AIPYF.

In connection with the Proposed Transaction, Value will convene a meeting of its unitholders for the purpose of approving, among other matters, the Name Change, the Consolidation, the adoption of a new option plan and the election of the board of trustees of Value. AIPYF will convene a meeting of its unitholders for the purpose of approving the Amalgamation and the Proposed Transaction. The Proposed Transaction has been unanimously approved by the boards of trustees of Value and the board of directors of AIPG ULC and both boards recommend that their respective unitholders vote in favour of the Proposed Transaction and related matters.

As at the date of this press release, Value has 11,600,000 Value Units and 1,021,180 options, each exercisable to acquire one Value Unit (on a pre-Consolidation basis), issued and outstanding. As at the date hereof, AIPYF has 72,861 AIPYF Class A Units, 2,752,500 Subscription Receipts (as defined below) convertible into AIPYF Class B Units, 7,286 options convertible into AIPYF Class B Units and 74,200 broker warrants convertible into AIPYF Class A Units issued and outstanding.

Upon completion of the Consolidation and the Proposed Transaction, it is anticipated that there will be an aggregate of approximately 3,405,361 Value Units issued and outstanding and additional securities convertible into or exercisable to acquire 132,545 Value Units. Upon completion of the Proposed Transaction, and assuming completion of the Consolidation, former unitholders of Value, former unitholders of AIPYF who received their AIPYF Units under the Offering and all other former unitholders of AIPYF will hold Value Units representing 17.03%, 80.83% and 2.14%, respectively, of the outstanding Value Units (on a non-diluted basis). Following the completion of the Proposed Transaction, there will be no holder of Value Units who beneficially owns or controls, directly or indirectly, Value Units carrying more than 10% of the voting rights attached to the securities of the Resulting Issuer other than Green Sapphire Holdings, Inc. (of which Paul Wolfe is a "control person" as such term is defined under the policies of the TSXV) and Gregory Vorwaller who will hold 35.97% and 15.11%, respectively, of the outstanding Value Units (on a non-diluted basis).

It is expected that the Proposed Transaction will be completed on or about March 30, 2022, but shall be completed: (a) no later than one business day following the satisfaction or waiver of all conditions set forth in the Definitive Agreement and any other documents, agreements or instruments related to the Amalgamation and (b) March 31, 2022 unless the parties to the Definitive Agreement mutually agree to extend this date.

Exclusive Agreements

AIPYF has through its wholly owned US subsidiary AIP Realty USA, Inc ("AIP-USA"), an agreement with AllTrades (the "Exclusive Agreements"), pursuant to which AIP-USA has been granted an exclusive right to purchase all of AllTrades' completed and leased facilities, as well as any facilities in development. AIP-USA will also provide AllTrades with a percentage of the required development funding in the form of mezzanine loans for the development of its national rollout.

AIPYF, through AIP-USA has a rental income protection agreement with AllTrades whereby AllTrades will fund from each developed facility sold to AIPYF, the amount of US$1.00 per square foot of each building sold to AIP-USA. Such funds will go into a separate AllTrades account (loss pool) for the benefit of AIP-USA in order to cover any tenant income loss, as well as costs of evicting and replacing delinquent tenants.

AIPYF, through AIP-USA, has an agreement with AllTrades Property Management, LLC to provide property management service to all AllTrades facilities purchased and owned by AIP-USA.

Subscription Receipt Financing

Pursuant to the terms of an engagement letter dated June 14, 2021 between AIPYF and Laurentian Bank Securities Inc. (the "Lead Agent"), on December 17, 2021, AIPYF completed a brokered private placement of subscription receipts of AIPYF (the "Subscription Receipts") for aggregate gross proceeds of US$5,505,000 (the "Offering"). The Offering was led by the Lead Agent, Canaccord Genuity Corp., Cormark Securities Inc. and iA Private Wealth Inc. (together with the Lead Agent, the "Agents") pursuant to an agency agreement between AIPYF, AIPGP, AllTrades Industrial Development, LLC ("AllTrades LLC"), Value and the Agents.

Pursuant to the Offering, AIPYF issued an aggregate of 2,752,500 Subscription Receipts at a price of US$2.00 per Subscription Receipt. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one AIPYF Class A Unit, subject to adjustment in certain events, immediately upon the satisfaction or waiver of the escrow release conditions set forth in the subscription receipt agreement between TSX Trust Company, AIPYF, AllTrades LLC, Value and the Lead Agent (the "Escrow Release Conditions"). Upon closing of the Proposed Transaction, each AIPYF Class A Unit will be automatically exchanged for a Value Unit.

In connection with the Offering, the Agents received a cash commission of US$148,400, equal to 8.0% of the aggregate gross proceeds of the Offering, excluding proceeds on subscriptions from certain subscribers; (with 50% paid on closing of the Offering and the remaining 50% to be paid upon the satisfaction of the Escrow Release Conditions) and 74,200 agents' warrants (each, an "Agents' Warrant"), equal to 8.0% of the aggregate number of Subscription Receipts issued under the Offering, excluding Subscription Receipts issued to certain subscribers. Each Agents' Warrant is exercisable into one AIPYF Class A Unit at an exercise price of US$2.00 per Agents' Warrant for a period of 12 months following the satisfaction of the Escrow Release Conditions.

AIPYF intends to apply the proceeds of the Offering to the QT and related transaction costs, mezzanine loans to AllTrades to develop new facilities and for general corporate purposes.

AIPEC Acquisition

In connection with the Proposed Transaction, AIPYF, through its indirect, wholly-owned subsidiary, AIP Realty Management, Inc. ("AIP Realty"), intends on using a portion of the proceeds of the Offering to acquire AIP Eagle Court, LLC ("AIPEC"). AIPEC is the owner of a multi-tenant flex industrial facility built located on Eagle Court in Lewisville, Texas (the "Eagle Court Property"). The remaining proceeds of the Offering will be used to acquire and develop new facilities and for general working capital purposes, including costs associated with completing the Proposed Transaction.

Bridge Loan and Break Fee

In accordance with the terms of the LOI, Value has applied for, and subsequently received as of February 17, 2021, TSXV approval in respect of a bridge loan in the amount of C$225,000 proposed to be provided to AIPYF in accordance with Policy 2.4 of the TSXV (the "Bridge Loan"). In the event that the Proposed Transaction is not completed, the LOI provides that AIPYF will pay Value the amount of C$50,000 as a broken deal fee (the "Broken Deal Fee"). AIPEC and AllTrades provided promissory notes and guarantees to Value for the combined amount of C$275,000 to cover the repayment of the Bridge Loan and the Broken Deal Fee dated February 18, 2021.

Sponsorship

The Proposed Transaction is subject to the sponsorship requirements of the TSXV, unless an exemption from this requirement can be obtained in accordance with the policies of the TSXV. Value intends to submit an application for a sponsorship exemption, however there is no assurance that such exemption from the sponsorship requirement can or will be obtained.

QT Information

The QT will not be subject to unitholder approval and will have a deemed price of $2.00.

The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in the policies of the TSXV).

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Value will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Proposed Transaction, the Offering, Value, AIPYF and the Resulting Issuer. Additionally, a copy of the Definitive Agreement is available for review under Value's issuer profile on SEDAR.

Board of Trustees

Subject to applicable unitholder and TSXV approval, it is anticipated that the board of trustees of the Resulting Issuer will be:

Greg Vorwaller - President, Chief Executive Officer and Trustee

Mr. Vorwaller has over 30 years of experience in the real estate industry, spanning the private equity investing, financial services and investment consulting sectors. Mr. Vorwaller also serves as Executive Chairman of AllTrades. Most recently, Mr. Vorwaller served as President and Partner of Trez Capital ("Trez"), a leading private equity bridge lender and investor in Canada and the United States. At Trez, Mr. Vorwaller architected and executed a five-year strategic plan that more than doubled annual loan originations to $2.5 billion and assets under management to $4 billion, one year ahead of target. Mr. Vorwaller also acted as the Global Head of Capital Markets at Cushman & Wakefield ("C&W"), the business unit responsible for advising clients on the sale, financing and recapitalization of their real estate holdings. Under Mr. Vorwaller's leadership, the annual volume of concluded transactions at C&W grew from $20 billion to $40 billion. Mr. Vorwaller also served as the Global COO and President of CBRE Capital Markets, where he oversaw the transformation of the business to become the top ranked sales and financing advisor in the world, with over $100 billion in closed transactions in 2010.

Mr. Vorwaller has served as the lead advisor on over $5 billion in sales, financings and recapitalizations encompassing the industrial, office, retail, multifamily and hospitality property sectors. Mr. Vorwaller received his BA in History from the University of Wisconsin-Madison and has been actively involved with NMHC and ULI.

Bruce Hall - Chief Financial Officer, Secretary and Trustee

Mr. Hall is a senior financial executive with a strong background in the energy, real estate, private equity, construction and manufacturing industries. Mr. Hall is also the Chief Financial Officer and a director of AllTrades.

Most Recently, Mr. Hall has been the principal of his own CFO consulting and advisory firm, assisting both large and small public and private companies with complete services including all areas of accounting and financial operations, interim CEO and CFO, mergers & acquisitions, recapitalizations, crisis management, cash flow management, banking and capital, taxation and regulatory including extensive SEC reporting, compliance and U.S. GAAP experience. Previously, Mr. Hall has been the CFO of several publicly-traded and private companies including senior level positions at Knight Energy Corp., Probex Corp., VeroLube Inc., Recognition Equipment, Inc., RG America, Inc. and Harris Adacom Corporation. Mr. Hall began his career in public accounting with the international firm Ernst & Young LLP and is a licensed Certified Public Accountant in the State of Texas, a licensed Certified Management Accountant and is a graduate of the University of Texas at Austin.

Nathan Smith - Independent Trustee

Mr. Smith is currently the founder and Managing Director of Rockwater Capital, a boutique asset management firm. He has been involved in the financial services and investment advisory industry for more than 12 years in a variety of roles, including as CFO of a large family office, Managing Director of a fiduciary company providing non-executive, independent directorships to hedge funds and as a manager at PWC. Mr. Smith is also an active investor in a number of industries and a developer of real estate in the U.S. and Caribbean. Mr. Smith has a BSBA in Accounting and an MBA in Finance. He is also a Certified Public Accountant, a designation he has held for more than 15 years.

Leslie Wulf - Executive Chairman, Chief Capital Markets Officer and Trustee

Mr. Wulf has been the founder of several successful companies over his career, spanning both private and public companies in the U.S. and Canada and serving as CEO and director. At each of these companies Mr. Wulf raised large sums of both public, private and bank financing. Mr. Wulf is also head of Capital Markets and Finance at AllTrades. The companies that Mr. Wulf has been involved with span several different industries: VeroLube, Inc. is a used oil collection and re-refining company; Edleun Inc. (now Busy Bee as sold to Ontario Teachers' Pension Fund) is the largest for profit early learning and child care provider in Canada; Adroit Investments is a M&A management company; Children's Choice Learning Centers Inc. (now Bright Horizons, after being sold to Bain Capital) is a national non-traditional child care company in the U.S.; and Real Time Management Solutions LLC is a web-based real-time child care management software company. Mr. Wulf was also one of the founders as well as President of Dirt Motorsport (now World Racing Group) that consolidated the dirt track racing sanctioning bodies across the U.S. and held more than 800 national and local races annually. Previously, Mr. Wulf was President and CEO of a U.S. based operator of family entertainment, educational and fitness centers in 11 countries.

Samantha Adams - Independent Trustee

Ms. Adams is a senior real estate and public company executive with over 18 years of experience in Canada and the United States. From 2003 to 2019, Ms. Adams worked with the Vancouver-based Sunstone Group of companies as one of four principals, and was actively involved in three of Canada's most successful public real estate platforms. Most recently, Ms. Adams acted as the Senior Vice President of Pure Multi-Family REIT LP ("Pure Multi-Family"), which at the time of its initial public offering, was Canada's only pure-play cross border multi-family REIT. Ms. Adams has also acted as the Vice President of Pure Industrial Real Estate Trust ("PIRET"). Ms. Adams' public company knowledge and experience extends from pre-initial public offering structuring and tax considerations, through to the successful sale of a public company. She reported to both the PIRET and Pure Multi-Family boards and liaised and worked with outside advisors, including legal, tax, audit and investment bankers.

Brian Shibley - Independent Trustee

Mr. Shibley is a real estate investor, developer and financier. He has concentrated most of his career in the real estate business, working throughout North America and the Caribbean. After graduating from the University of Western Ontario, Mr. Shibley moved to Providenciales, Turks and Caicos Islands, where he designed and built homes, condominiums, hotels, and casinos. After several years in the Caribbean, Mr. Shibley moved to Dallas, Texas, where he established his own real estate company and partnered with The Tower Group. Mr. Shibley began buying and selling raw land for residential, commercial and hotel developments. Mr. Shibley designed and built the first hockey arena in Dallas as part of the Dallas Cowboys Hall of Fame corridor, which was later sold to the Dallas Stars. Mr. Shibley was also involved in the initial design, logistics and promotion of building the Motor Car Speedway/Country Club.

Dave Richardson - Independent Trustee

Mr. Richardson is an experienced inventor, executive, entrepreneur, investor and founder of multiple innovative technology companies. He is the President and CEO of Octaform Systems Inc., which designs and markets a patented stay-in-place concrete forming system that offers benefits that no conventional forming system can equal, by reducing energy consumption and extending the longevity of concrete structures. Mr. Richardson is passionate about sustainability, environmental impact, and innovative technology. He is an early investor and current Board member of GreenPower Motor Company Inc., makers of battery-electric commercial vehicles, and serves on the Advisory Board to ZS2 Technologies Inc., which develops and manufactures proprietary low-carbon cementitious building materials and prefabricated panels. Over the course of his career, Mr. Richardson has served on several other public and private boards of both national and international scopes of interest. Additionally, he's long been involved in charitable board work and numerous philanthropic endeavors, and in 2016 co-founded the Stigma-Free Society charity where he currently serves as the Board Chair.

Heather Barnhouse - Independent Trustee

Ms. Barnhouse is a partner at Dentons Canada LLP in the corporate/commercial practice group (Edmonton, Alberta), focusing on transactions to help companies grow and scale. Ms. Barnhouse is an inaugural member of the board, and chair of the governance committee of the Alberta Indigenous Opportunities Corporation, an Alberta based Crown corporation whose mandate is to enable meaningful participation by indigenous communities in natural resource projects. She also serves as legal counsel to and corporate secretary of Bitcoin Well Inc., a bitcoin ATM company that recently completed a qualifying transaction with a CPC to become the TSXV's first cryptocurrency company.

Kobi Dorenbush - Independent Trustee

Mr. Dorenbush is a Toronto-based lawyer and business advisor. He has practiced internationally in the areas of financial services and investment funds for over 20 years. Between 2011 and 2017, Mr. Dorenbush was a senior officer in several international banks and trust companies. Between 2017 and 2018, Mr. Dorenbush was a Director with Promontory Financial Group, an IBM Company - a consulting firm specializing exclusively in the financial services industry. Mr. Dorenbush's practice focused on the intersection of traditional banking and "frontier financial services". Mr. Dorenbush has been involved in various start-ups in the fields of real estate lending and financial technology. He has experience in developing and managing strategic capital plans for businesses, including public offerings, reverse take-overs and private equity. Mr. Dorenbush currently advises various businesses on matters of capital management, operations and risk, including various financial services businesses. Mr. Dorenbush is an expert in international banking, correspondent banking and international payments/remittances and he is a Certified Anti-Money Laundering Specialist with the ACAMS organization. Mr. Dorenbush holds a law degree from Osgoode Hall Law School and an undergraduate degree from the University of Toronto.

Trading in Value Units

Trading in the Value Units has been halted in compliance with the policies of the TSXV. Trading in the Value Units will remain halted pending the review of the Proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in the Value Units will not resume prior to the closing of the Proposed Transaction.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Cassels Brock & Blackwell LLP acts as Canadian legal counsel to AIPYF. Borden Ladner Gervais LLP acts as legal counsel to Value. The Agents are represented by Blake, Cassels & Graydon LLP.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Value and AIPYF 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: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, and (ii) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Value and AIPYF's respective 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 Value and AIPYF believe 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 Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and unitholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Proposed Transaction; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Value and AIPYF 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 Value and AIPYF have 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. Value and AIPYF do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

For further information, please contact:

Value Capital Trust

Name: Nathan Smith
Title: Chief Executive Officer
Phone: (345) 926-4915

AIP Yield Fund, LP

Name: Leslie Wulf
Title: Capital Markets and Finance
Phone: (214) 679-5263

All information contained in this press release with respect to Value and AIPYF was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority unitholder approval. Where applicable, the Proposed Transaction cannot close until the required unitholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Value should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/112873

You May Also Be Interested In

• Fisker (FSR) files form 10-K, sees more job cuts, reiterates going concern doubts
• Tungray Technologies (TRSG) Closes $5M IPO
• CSS Entertainment (CSSE) Receives Nasdaq Delinquency Letter