Bengal Catalyst Fund, LP Holdings in XS Financial Inc.

SCOTTSDALE, Ariz, Oct. 31, 2023 /CNW/ - Bengal Catalyst Fund, LP ("BCF LP"), an entity managed by Bengal Impact Partners, LLC ("BIP"), reports on its holdings in XS Financial Inc. ("XSFinancial"). It currently holds 28.50% of the issued and outstanding subordinate voting shares (the "SVS") of XS Financial on a partially diluted basis.

BIP reports that it acquired 999,000 SVS of XS Financial on December 31, 2021, which resulted in BIP holding 4,878,913 SVS, representing 6.5% of the issued and outstanding SVS of XS Financial (the "Initial Trigger Purchase"). BIP also held a convertible debenture issued in October 2021 in the amount of US$1,000,000 (the "Debenture") that was convertible at that time into 3,615,959 SVS and 500,000 warrants for SVS (the "Warrants") convertible into 500,000 SVS. If BIP were to have converted the Debenture and Warrants into SVS, BIP could have held 8,994,872 SVS, representing 11.29% of the issued and outstanding SVS on a partially-diluted basis.

On October 13, 2022, BCF LP acquired 3,750.875 proportionate voting shares ("PVS") of XS Financial through a private purchase (the "PVS Trigger Purchase") representing 14.3% of the issued and outstanding PVS of XS Financial. BIP also held the Debenture that was then convertible into 3,927,501 SVS and 500,000 Warrants convertible into 500,000 SVS. If BIP were to have converted the PVS, Debenture and Warrants into SVS and including the SVS it held directly, BIP would have held 14,907,289 SVS, representing 18.64% of the issued and outstanding SVS on a partially-diluted basis. Accordingly, BIP's security holding percentage of SVS has increased by over 2% since the Initial Trigger Purchase. Prior to the PVS Trigger Purchase, BIP did not own any PVS. Following the PVS Trigger Purchase, BIP held 6,729,913 SVS, representing 8.9% of the issued and outstanding SVS.

Immediately prior to the Initial Trigger Purchase, assuming the conversion of the Debenture and Warrants, BIP would have held 7,908,121 SVS, representing 9.94% of the issued and outstanding SVS on a partially-diluted basis. BIP held 3,879,913 SVS, representing 5.1% of the issued and outstanding SVS along with the Debenture convertible into 3,528,208 SVS and Warrants convertible into 500,000 SVS.

Currently, BIP holds 9,582,913 SVS, representing 12.33% of the issued and outstanding SVS and 3,750.875 PVS, representing 14.3% of the issued and outstanding PVS. BIP also holds the Debenture which is now convertible into 11,836,743 SVS, as a result of amendments to the conversion price pursuant to an executed fifth amending agreement, and Warrants convertible into 500,000 SVS. If the PVS, Debenture and Warrants are converted, BIP will hold 25,670,531 SVS, representing 28.50% of the issued and outstanding SVS.

BIP does not have any current plans or future intentions which relate to, or would result in, any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) in the Early Warning Report (as defined below). BIP has no current plans or future intentions of making changes to the board of directors, management, or changing the number or term of directors of XS Financial.

Also, in accordance with applicable securities laws, BIP may, from time to time and at any time, acquire additional SVS, PVS, Warrants, Debentures and/or other equity, debt or other securities or instruments (collectively, "Securities") of XS Financial in the open market or otherwise, and BIP reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of XS Financial and other relevant factors.

The head office address of XS Financial is Suite 2600, 1066 West Hastings Street, Vancouver, B.C. V6E 3X1.

The head office address of BIP is 6608 E 2nd St., Scottsdale, Arizona, U.S.A. 85251.

This news release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report (the "Early Warning Report") regarding these transactions has been filed on XS Financial's SEDAR+ profile at www.sedarplus.ca and may be obtained by contacting BIP at [email protected].

SOURCE Bengal Impact Partners, LLC