BGP ACQUISITION CORP. ANNOUNCES PROPOSED EXTENSION TO FACILITATE COMPLETION OF ITS QUALIFYING TRANSACTION

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Oct. 5, 2022 /CNW/ - BGP Acquisition Corp. (NEO: BGP.U) (NEO: BGP.WT.U) (OTCQX: BGPPF) (OTCQX: BGPAF) (the "Corporation" or "BGP"), which has executed a letter of intent in connection with a potential transaction, which would, if consummated, qualify as its qualifying transaction, announced today that it is seeking a brief extension of its permitted timeline from November 4, 2022 to December 31, 2022, to enable BGP to consummate its qualifying transaction.

A virtual meeting of the holders of Class A Restricted Voting Shares of the Corporation to consider the approval of the extension is scheduled for October 28, 2022 at 10:00 a.m. (Toronto time). In connection with the meeting, holders of Class A Restricted Voting Shares are being provided with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders vote for or against, or do not vote on, the extension resolution, provided that they deposit (and do not validly withdraw) their Class A Restricted Voting Shares for redemption prior to 5:00 p.m. (Toronto time) on October 26, 2022, which is the second business day before the meeting.

If the extension resolution is approved and the extension is made effective by the Board BGP will (a) redeem those Class A Restricted Voting Shares that are deposited (and not validly withdrawn) for redemption, and (b) deliver to each such holder its pro rata portion of the escrow funds available in BGP's escrow account less certain specified costs. BGP estimates that the redemption amount will be approximately US$10.03 to US$10.04 per Class A Restricted Voting Share. The remainder of the escrow funds shall remain in the escrow account and be available for use by BGP to complete its proposed qualifying transaction on or before December 31, 2022.

Holders of Class A Restricted Voting Shares who do not redeem their Class A Restricted Voting Shares in connection with the extension will retain their redemption rights and have a further opportunity to redeem if the Corporation consummates a qualifying transaction prior to December 31, 2022.

If the extension resolution is not approved, BGP will be wound up and each Class A Restricted Voting Share will automatically be redeemed for its pro rata portion of the escrow funds available in BGP's escrow account less certain specified costs and taxes, as BGP would be unable to close its qualifying transaction by November 4, 2022.

The record date for the determination of registered holders of Class A Restricted Voting Shares of BGP entitled to receive notice of, and to vote at, the meeting was the close of business on September 23, 2022 (the "Record Date"). Only holders of Class A Restricted Voting Shares whose names are entered in BGP's register of shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote their shares at, the meeting. Registered holders of Class A Restricted Voting Shares of BGP and duly appointed proxyholders will be able to virtually attend the meeting online at https://us02web.zoom.us/j/81687673182?pwd=SzEzTTlGQTBmOFRldnVkakIzUFpBdz09. Beneficial holders of Class A Restricted Voting Shares of BGP (being shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian, nominee or other intermediary), who have not duly appointed themselves as their proxy and registered with BGP's transfer agent, will be able to virtually attend the meeting only as guests and to listen to the webcast but not be able to participate at the meeting.

The management information circular (the "Circular") being sent to shareholders in connection with the meeting contains a detailed description of the extension and other information relating to BGP. We urge you to consider carefully all of the information in the Circular. Shareholders who have any questions or need additional information with respect to the voting of their Class A Restricted Voting Shares should consult their financial, legal, tax or other professional advisors. The Circular and related meeting materials will be available under the Corporation's profile on SEDAR at www.sedar.com.

About BGP Acquisition Corp.

BGP Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time.

The NEO Exchange does not accept responsibility for the adequacy or accuracy of this press release.

SOURCE BGP Acquisition Corp.

BGP Acquisition Corp., Don Jennings, Chief Financial Officer, President and Corporate Secretary, [email protected], 415-237-1747