VM Hotel Acquisition Corp. Files Preliminary Prospectus for U.S.$100,000,000 Initial Public Offering

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

TORONTO, Jan. 26, 2021 /CNW/ - VM Hotel Acquisition Corp ("VM Hotel") has filed a preliminary prospectus dated January 25, 2021 (the "Preliminary Prospectus") with the securities regulatory authorities in all provinces and territories of Canada, except Quebec, in respect of its proposed initial public offering (the "Offering") of U.S.$100,000,000 of Class A Restricted Voting units ("Class A Restricted Voting Units"). The proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon certain prescribed conditions.

VM Hotel 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"). VM Hotel intends to identify, evaluate, and execute an attractive Qualifying Acquisition by leveraging its network to find one or more attractive investment opportunities. VM Hotel intends to acquire a U.S.A or Canadian-located hotel or resort property as its Qualifying Acquisition as part of its strategic objective to aggregate a North American portfolio of 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, VM Hotel is not limited to a particular industry or geographic region for purposes of completion its Qualifying Acquisition.

The sponsors of VM Hotel are VM HA Sponsor LP and VM HA Sponsor Corp. (the "Sponsors"). The Sponsors are controlled by Ian McAuley and Tom Vukota, respectively. VM Hotel's strategy is to leverage the Sponsors' leadership and entrepreneurial expertise, investment experience, and networks in order to identify and execute an attractive Qualifying Acquisition. VM Hotel expects that the Sponsors, together with VM Hotel's management team and directors, will undertake to identify potential investment targets, and use their networks to initiate contact with target companies' senior executives, board members or owners to uncover investment opportunities.

VM Hotel's board of directors is comprised of:

• Ian McAuley, President, Aimbridge Canada Management Ltd.
• Tom Vukota, President and Chief Executive Officer, VCM Global Asset Management
• Tracy Sherren, President, Canadian Commercial, Starlight Investments
• Charles Suddaby, former Vice President, Cushman & Wakefield
• John Andrew, Professor, Queens University

VM Hotel's officers are:

• Ian McAuley, President and Chief Executive Officer
• Tom Vukota, Executive Chair
• Tom Wenner, Chief Financial Officer

Each Class A Restricted Voting Unit has an offering price of U.S.$10.00 per Class A Restricted Voting Unit and consists of one Class A Restricted 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 VM Hotel and each Class B share of VM Hotel (which, as described in the Preliminary Prospectus, will be purchased by our founders) ("Class B Share") will be automatically converted on a 100-for-1 basis into new proportionate voting shares of VM Hotel. 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 Preliminary Prospectus. The Class A Restricted Voting Units are intended to begin trading promptly after closing of the Offering ("Closing"). The Class A Restricted Voting Shares and Warrants comprising the Class A Restricted Voting Units 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 the Closing (or, if such date is not a trading day on the Toronto Stock Exchange, the next trading day on the Toronto Stock Exchange). However, no fractional Warrants will be issued and only whole Warrants will trade. The Class B Shares will not be listed at the Closing and it is anticipated that they will not be listed prior to the Qualifying Acquisition, as described in the Preliminary Prospectus.

The Sponsors intend to purchase an aggregate of 350,000 Class B units ("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) that will occur simultaneously with the Closing. The Sponsors intend to purchase up to an additional 30,000 Class B Units, depending on whether the over-allotment option is exercised in whole or in part. Each Class B Unit consists of one Class B Share and one-half of a Warrant.

The Class A Restricted Units are proposed to be distributed by Echelon Wealth Partners Inc. and Stifel GMP. acting as underwriters (the "Underwriters"). VM Hotel intends to grant the Underwriters a non-transferable over-allotment option to purchase up to an additional 1,500,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriters up to 30 days following the Offering. Goodmans LLP is acting as legal counsel to VM Hotel and the Sponsors. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriters.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from the Underwriter. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The Preliminary Prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. Copies of the Preliminary Prospectus will be available on SEDAR at www.sedar.com.

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.

Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.

About VM Hotel Acquisition Corp.

VM Hotel 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.

About VM HA Sponsor LP and VM HA Sponsor Corp.

VM HA Sponsor LP is a limited partnership formed under the laws of Ontario and is controlled by Ian McAuley. VM HA Sponsor Corp. is a corporation formed under the laws of the Commonwealth of The Bahamas and is controlled by Tom Vukota.

Forward-Looking Statements

This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects VM Hotel's and the Sponsors' current expectations regarding future events. 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 VM Hotel's or the Sponsors' control, that 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, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the Preliminary Prospectus. Neither VM Hotel nor the Sponsors 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

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