Mr. Jordan Kupinsky reports

STANDARD MERCANTILE ACQUISITION CORP. REPORTS VOTING RESULTS OF ANNUAL MEETING AND ANNOUNCES SPECIAL DISTRIBUTION

Standard Mercantile Acquisition Corp. has released the results of matters voted on at its annual meeting of shareholders held on June 6, 2023. There were nine shareholders represented in person or by proxy at the meeting holding 3,585,999 Class A shares, representing approximately 49.13 per cent of the company's total issued and outstanding shares.

Each of the nominees for election as a director listed in the company's management information circular dated May 2, 2023 was elected as a director of the company at the meeting. Proxies in respect of the matters put before shareholders at the meeting were received as displayed herein.

1. Election of directors

Each of the nominees for election as directors listed in the management information circular of the company dated May 2, 2023, was elected as a director of the company for the ensuing year or until their successors are elected or appointed. Management received proxies in respect of the election of directors of the company as shown in the attached table.

2. Appointment of auditor

Davidson & Company LLP was appointed auditor of the company until the next annual meeting of shareholders at remuneration to be fixed by the board of director of the company. Management received proxies in respect of the appointment of the auditor of the company as shown in the attached table.

Special distribution

The company also announces that the board has declared a special distribution of 39.7 cents per Class A share of the company. The special distribution, which constitutes a return of capital pursuant to the winding up of the company's business as approved by shareholders of the company on June 16, 2016, as amended on May 6, 2021, will be paid on June 28, 2023, to holders of Class A shares of record at the close of business on June 16, 2023. As of June 6, 2023, there were 7,298,567 Class A shares outstanding.

The special distribution payment is not subject to any condition, will be made in cash and will be subject to the "due bill" trading requirements mandated by the Toronto Stock Exchange. Because the amount of the special distribution represents a distribution of greater than 25 per cent of the market value of the Class A shares on the declaration date, the TSX has required that the Class A shares trade on a due bill basis during the period from and including June 15, 2023, until the close of trading on June 28, 2023. This means that buyers of Class A shares through the facility of the TSX during the due bill period will receive the special distribution payment, provided they continue to be holders of the applicable Class A shares on the payment date.

The Class A shares will commence trading on an ex distribution basis (in example, without an attached due bill entitlement to the special distribution) commencing the opening of trading on June 29, 2023 (in example, the next trading day after the payment date). The due bill redemption date will be June 30, 2023. As a result of the Class A shares trading on a due bill basis during the due bill period, those entitled to be paid the special distribution owing on the due bills should expect to receive that payment by the due bill redemption date of June 30, 2023.

About Standard Mercantile Acquisition Corp.

The company holds a portfolio of two mortgages in Canada. At the 2021 annual and special shareholders meeting of the company, the company sought and received shareholder approval to change its name to Standard Mercantile Acquisition Corp., among other amendments to the articles. The company is focused on monetizing its remaining mortgage assets and is considering options to enable its shareholders to participate in the potential future value of the company. The board of directors of the company has experience in sourcing, evaluating and executing transactions of this nature.

We seek Safe Harbor.