Early Warning News Release For VM HA Sponsor LP and VM HA Sponsor Corp.

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

TORONTO, March 11, 2021 /CNW/ - As required by National Instrument 62-103 of the Canadian Securities Administrators, VM HA Sponsor Corp. ("Sponsor Corp"), a sponsor of VM Hotel Acquisition Corp. (the "Corporation"), announces that, in connection with the initial public offering (the "Offering") of 10,000,000 Class A restricted voting units of the Corporation ("Class A Units") which closed on March 1, 2021, (i) on February 23, 2021 it acquired 1,676,999 Class B shares of the Corporation (each a "Class B Share") for approximately U.S.$0.0084 per share (or U.S.$14,116.15 or CAD$17,790.58  in total) and (ii) on March 1, 2021, concurrently with the closing of the Offering, it acquired 176,056 Class B units of the Corporation (each a "Class B Unit") for U.S.$10.00 per Class B Unit (or U.S.$1,760,560.00 or CAD$2,229,045.02 in total), each Class B Unit consisting of one Class B Share and one-half of a share purchase warrant (each whole share purchase warrant, a "Warrant"). Immediately prior to the above-noted transactions, Sponsor Corp held 1 Class B Share, representing 100% of the then issued and outstanding Class B Shares, no Warrants and no Class B Units. Flowing closing of such transactions, Sponsor Corp held an aggregate of (i) 1,853,055 Class B Shares, representing 55.8% of the issued and outstanding Class B Shares; (ii) 176,056 Class B Units, representing 50.3% of the issued and outstanding Class B Units; and (iii) 272,903 Warrants, representing 5.27% of the issued and outstanding Warrants. As part of the Offering, Sponsor Corp. also acquired 369,750 Class A Units, each consisting of one class A restricted voting share and one-half of a Warrant.

VM HA Sponsor LP ("Sponsor LP"), also a sponsor of the Corporation, announces that (i) on February 23, 2021 it acquired 938,500 Class B Shares for approximately U.S.$0.0084 per share (or U.S.$7,899.83 or CAD$9,956.15 in total) and (ii) on March 1, 2021, concurrently with the closing of the Offering, it acquired 136,444 Class B Units for U.S.$10.00 per Class B Unit (or U.S.$1,364,440 or CAD$1,727,517.48 in total). Immediately prior to the above-noted transactions, Sponsor LP held no securities of the Corporation. Flowing such transactions, Sponsor LP held an aggregate of (i) 1,074,944 Class B Shares representing 32.3% of the issued and outstanding Class B Shares; (ii) 136,444 Class B Units, representing 38.9% of the issued and outstanding Class B Units; and (iii) 68,222 Warrants, representing 1.3% of the issued and outstanding Warrants. Sponsor LP also acquired voting control over an aggregate of 380,000 Class B Shares issued to certain third parties (including 342,500 Class B Shares issued on February 23, 2021 and 37,500 Class B Shares forming part of 37,500 Class B Units issued on March 1, 2021, respectively), representing 11.4% of the issued and outstanding Class B Shares.

The Class B Shares and Class B Units were acquired by Sponsor Corp and Sponsor LP for investment purposes. Sponsor Corp and Sponsor LP are restricted from selling the Class B Shares and Class B Units acquired as described in the final prospectus for the Offering dated February 23, 2021 (the "Final Prospectus"). In connection with the Offering, Sponsor Corp and Sponsor LP, as a sponsors of the Corporation, entered into certain material agreements, all as described in the Final Prospectus.

The head office of the Corporation is located at:

VM Hotel Acquisition Corp.
Brookfield Place
161 Bay Street Suite 2420
Toronto, Ontario, M5J 2S1

VM HA Sponsor Corp.'s address is:

Albany Financial Center, Suite 706
South Ocean Blvd.
Nassau, Bahamas

VM HA Sponsor LP's address is:

10 York Street, Suite 5003
Toronto, Ontario
M5J 0E1

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.

SOURCE Goodmans LLP