HARTREE PARTNERS, LP PROVIDES EARLY WARNING DISCLOSURE WITH RESPECT TO SECURITIES OF VM HOTEL ACQUISITION CORP.

/NOT FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

NEW YORK, Dec. 5, 2022 /CNW/ - Hartree Partners, LP ("Hartree") announces that it has redeemed (the "Redemption") an aggregate of 1,000,000 class A restricted voting shares ("Class A Shares") of VM Hotel Acquisition Corp. (the "Issuer"), a special purpose acquisition company, in accordance with the terms of the Class A Shares, at a redemption price of approximately U.S.$10.06 (CAD$13.54)¹ per Class A Share for an aggregate redemption price of approximately U.S.$10.06 million (CAD$13.54 million)¹.

On November 24, 2022, the Issuer held a meeting of holders of Class A Shares (the "Meeting") to consider an extension of the permitted timeline to consummate the Issuer's qualifying acquisition (the "Qualifying Acquisition") from November 30, 2022 to March 31, 2021. At the Meeting, the holders of Class A Shares approved the resolution to extend the date by which the Issuer is required to consummate the Qualifying Acquisition.

Hartree acquired the Class A Shares pursuant to the initial public offering of class A restricted voting units ("Class A Units") of the Issuer on March 1, 2021, with each Class A Unit comprised of:

1. one Class A Share, which (unless previously redeemed) will be automatically converted into one common share of the Issuer (a "Common Share") upon closing of a Qualifying Acquisition; and
   
   
2. one half of one share purchase warrant of the Issuer (each whole share purchase warrant, a "Warrant"), with each Warrant becoming exercisable commencing 65 days after closing of a Qualifying Acquisition and entitling the holder thereof to purchase one Class A Share at an exercise price of U.S.$11.50 (subject to adjustment in accordance with the terms thereof).

Prior to the Redemption, Hartree owned 1,000,000 Class A Shares and 500,000 Warrants, representing an aggregate of approximately 10% of the issued and outstanding Class A Shares on an undiluted basis or approximately 14.29% of the issued and outstanding Class A Shares on a partially diluted basis, in each case, as of the record date for the Meeting of October 13, 2022.² Following the Redemption, Hartree owns or controls zero Class A Shares and 500,000 Warrants, representing approximately 5.26% of the issued and outstanding Class A Shares on a partially diluted basis and assuming that no other Class A Shares were redeemed in connection with the Meeting. As the outstanding Class A Shares will be automatically converted into Common Shares upon completion of a Qualifying Acquisition, each Warrant will be exercisable for one Common Share.

The Redemption of Class A Shares was undertaken in the ordinary course of business and solely for investment purposes and not for purposes of exercising control or influence over the Issuer. Subject to applicable law, Hartree may dispose of Warrants and/or acquire Class A Shares or Common Shares, as applicable, at any time and from time to time.

This news release is issued pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report containing additional information with respect to the foregoing to be filed with the applicable Canadian securities regulators. Such early warning report will be available under the Issuer's profile at www.sedar.com.

The head office of the Issuer is located at Brookfield Place, 161 Bay Street, Suite 2420, Toronto, Ontario, M5J 2S1. The head office of Hartree is located at 1185 Avenue of the Americas, New York, NY, 10036.

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¹ Based on the Bank of Canada's daily average C$ / U.S.$ exchange rate on December 2, 2022 of CAD$1.3468 per U.S.$1.00.

² Based on an aggregate of 10,000,000 issued and outstanding Class A Shares, as disclosed in the management information circular of the Issuer dated October 28, 2022.

SOURCE Hartree Partners, LP