Mr. Jordan Kupinsky reports

STANDARD MERCANTILE ACQUISITION CORP. ANNOUNCES MORTGAGE SALE TRANSACTION, VOLUNTARY DELISTING FROM TSX, SPECIAL DISTRIBUTION AND INTENDED DISSOLUTION

Standard Mercantile Acquisition Corp. has completed the sale of its final mortgage interest in accordance with the terms of the windup plan (as defined below) and filed an application for a voluntary delisting of its Class A shares from the Toronto Stock Exchange.

Sale transaction

The company sold its final remaining mortgage interest relating to a residential property located in Ottawa, Ont., to a third party purchaser, Lynx Equity Ltd., for net proceeds of $2,125,772 pursuant to the terms of a transfer and assignment agreement dated Nov. 3, 2023. The sale transaction was completed in accordance with the windup of the company's business as approved by shareholders of the company at the annual and special meeting of shareholders held on June 16, 2016.

Delisting from TSX

The company is not expected to engage in any active or continuing business following the completion of the sale transaction. As a result, the company has filed a voluntary delisting application with the TSX on the basis that shareholders have a near-term liquidity event for which all material conditions have been satisfied and the likelihood of non-completion is remote. As such, shareholder approval is not required, and the shares will be delisted on Nov. 13, 2023, at the close of trading. Following the delisting, the company intends to take steps to dissolve under the provisions of the Canada Business Corporations Act after satisfying its remaining liabilities and distributing its remaining assets to shareholders.

Special distribution

In connection with closing of the sale transaction, the company's board of directors intends to distribute the majority of net proceeds from the sale transaction to shareholders following the delisting, with the balance of such proceeds to be reserved for the final windup costs of the company as determined by the board and its advisers. The details relating to the initial distribution, including the distribution amount per share, the record date and payment date, will be announced by the company following the delisting. To be entitled to the initial distribution, shareholders will be required to maintain ownership of their shares following delisting and up until the record date set by the company.

Shareholders as of the record date may also be entitled to a potential final distribution of any proceeds remaining from the cash reserve as approved by the board. There can be no certainty that the company will have sufficient funds to pay any distributions following the initial distribution nor as to the timing and quantum of the final distribution, if any.

About Standard Mercantile Acquisition Corp.

The company previously held a portfolio of mortgages in Canada and is currently in the process of winding up its business in accordance with the windup plan. At the company's 2021 annual and special meeting of shareholders, the company sought and received shareholder approval to change its name to Standard Mercantile Acquisition Corp., among other amendments to the articles of the company.

We seek Safe Harbor.