VM Hotel Acquisition Corp. Announces Completion of U.S.$100,000,000 Initial Public Offering

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

TORONTO, March 1, 2021 /CNW/ - VM Hotel Acquisition Corp. (the "Corporation") (TSX: VMH.V) is pleased to announce the closing (the "Closing") of its initial public offering (the "Offering") of 10,000,000 Class A restricted voting units of the Corporation (the "Class A Restricted Voting Units") at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, for aggregate proceeds of U.S.$100,000,000. The Corporation has granted Echelon Wealth Partners Inc. and Stifel Nicolaus Canada Inc. (the "Underwriters"), a 30-day option following Closing to purchase up to an additional 1,500,000 Class A Restricted Voting Units, at a price of US$10.00 each (the "Over-Allotment Option") for additional aggregate proceeds of up to U.S.$15,000,000 to cover over-allotments, if any, and for market stabilization purposes. The aggregate proceeds from the Offering were (and the proceeds from any exercise of the Over-Allotment Option will be) deposited into an escrow account pending completion of a Qualifying Acquisition (as defined herein) by the Corporation and will only be released upon certain prescribed conditions, as further described in the Corporation's final prospectus dated February 23, 2021 (the "Final Prospectus").

"We are excited to make our public market debut on the Toronto Stock Exchange as we begin our journey of effecting a qualifying acquisition with a focus on hotel and resort properties located in the United States and Canada," said Ian McAuley, CEO of the Corporation.

The Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a "Qualifying Acquisition"). The Corporation intends to identify, evaluate, and execute an attractive Qualifying Acquisition by leveraging its network to find one or more attractive investment opportunities. The Corporation intends to acquire a U.S.A or Canadian located hotel or resort properties as its Qualifying Acquisition as part of its strategic objective to aggregate a North American portfolio of high quality hotel and resort properties and/or related assets and/or businesses. Following the Qualifying Acquisition, it further intends to retain institutional world class hotel operators to leverage their purchasing power, scale, and scope of operations in order to optimize the operating performance of any such acquired hotel or resort properties and/or related assets and/or businesses. Notwithstanding the foregoing, the Corporation is not limited to a particular industry or geographic region for purposes of completing its Qualifying Acquisition.

Each Class A Restricted Voting Unit consists of one Class A Restricting Voting share ("Class A Restricted Voting Share") and one-half of a share purchase warrant (each whole warrant being referred to as a "Warrant"). Following the Qualifying Acquisition, each Class A Restricted Voting Share, unless already redeemed, will be automatically converted into a common share ("Common Share") of the Corporation and each Class B share of the Corporation ("Class B Share") will be automatically converted on a 100-for-1 basis into new proportionate voting shares of the Corporation. Each Warrant will entitle the holder thereof to purchase one Class A Restricted Voting Share (and upon the closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Common Share) at an exercise price of U.S.$11.50 for a period of five years after the completion of the Qualifying Acquisition, subject to the terms and conditions described in the Final Prospectus. The Class A Restricted Voting Units will commence trading today on the Toronto Stock Exchange (the "Exchange") under the symbol "VMH.V" and will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and Warrants will begin trading separately approximately 40 days following Closing (or, if such date is not a trading day on the Exchange, the next trading day on the Exchange). Class A Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.

The Corporation's management team and board of directors is comprised of Ian McAuley (President, Chief Executive Officer and Director), Tom Vukota (Executive Chair, Corporate Secretary and Director), Tom Wenner (Chief Financial Officer), Charles Suddaby (Director), John Andrew (Director) and Tracy Sherren (Director).

The sponsors of the Corporation are VM HA Sponsor LP and VM HA Sponsor Corp. (the "Sponsors"). Concurrent with the Closing, the Sponsors, along with certain third parties, purchased 350,000 Class B units (the "Class B Units") at an offering price of U.S$10.00 per Class B Unit for an aggregate purchase price of U.S.$3,500,000. Each Class B Unit consists of one Class B Share and one-half of a Warrant. If the Underwriters exercise the Over-Allotment Option in whole or in part, the Sponsors intend to purchase up to an additional 30,000 Class B Units. The Sponsors are controlled by Ian McAuley and Tom Vukota, respectively.

In addition to the above, the Sponsors, John Andrew, Tracy Sherren, Charles Suddaby and certain third parties have purchased an aggregate of 2,970,000 Class B Shares (the "Founders' Shares"). Subject to certain exceptions, the holders of Founders' Shares are restricted from selling their Founders' Shares prior to the Qualifying Acquisition, as described in the Final Prospectus.

The Corporation's head office is located at Brookfield Place, 161 Bay Street, Suite 2420, Toronto, ON, M5J 2S1 and the registered office is located at 700 West Georgia Street, Floor 25, Vancouver, BC V7Y 1B3.

Goodmans LLP is legal counsel to the Corporation and the Sponsors. Blake, Cassels & Graydon is legal counsel to the Underwriters.

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the Final Prospectus will be available on SEDAR at www.sedar.com.

About VM Hotel Acquisition Corp.
The Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a Qualifying Acquisition within a specified period of time.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsors' and the Corporation's current expectations regarding future events including its expectations related to the Corporation's Qualifying Acquisition. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsors' or the Corporation's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, intentions related to the Corporation's Qualifying Acquisition and related transactions and the factors discussed under "Risk Factors" in the final prospectus of the Corporation dated February 23, 2021. Neither of the Sponsors nor the Corporation undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE VM Hotel Acquisition Corp

VM Hotel Acquisition Corp., Tom Vukota, Executive Chair and Corporate Secretary, [email protected] or (303)-261-8584