SPACE TECHNOLOGY FOCUSED CELESTIAL ACQUISITION CORP. ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING

TORONTO, Dec. 22, 2022 /CNW/ - Celestial Acquisition Corp. (TSXV: CES.P) (the "Corporation" or "Celestial"), the first Space Technology focused capital pool company to list on the TSX Venture Exchange Inc. (the "Exchange"), is pleased to announce that it has completed its initial public offering (the "Offering") today of $500,000, the maximum offering under its final prospectus dated November 30, 2022 (the "Final Prospectus"). The Corporation issued a total of 5,000,000 common shares in the capital of the Corporation ("Common Shares") at a purchase price of $0.10 per Common Share.

"The strong interest from investors on this IPO reflects what we believe is growing capital markets demand for new ideas that provide direct exposure to the growth of the New Space economy," said Jared Bottoms, Chief Executive Officer of Celestial, and Director of Space Systems at Kepler Communications. "Euroconsult estimates that the Global Space Economy will grow 74% by 2030 to reach US$642 billion. The Celestial team, with an ideal mix of finance and technical experience from Blue Origin, MDA, Boeing, Airbus, Sea Launch and Phantom Space, among others, is uniquely positioned to identify, evaluate and pursue high-growth prospects and bring exciting investment opportunities to the Canadian capital markets."

When combined with the Corporation's cash proceeds raised prior to the Offering ($212,500 in seed financing as more fully described in the Final Prospectus, the Corporation has raised total gross proceeds of $712,500 and has a total of 9,250,000 Common Shares issued and outstanding, of which 4,250,000 Common Shares are being held in escrow (in addition to 870,000 stock options). Upon closing of the Offering, the Corporation granted an aggregate of 445,000 stock options to its directors, officers and technical consultants at an exercise price of $0.10 per share for a period of five (5) years from the date of grant, as more fully described in the Final Prospectus under the heading "Options to Purchase Securities". The net proceeds from the Offering will be used to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the Exchange's Capital Pool Company program.

Haywood Securities Inc. (the "Agent") acted as agent in connection with the Offering. For its services, the Agent received an administrative fee, a cash commission equal to 10% of the gross proceeds of the Offering as well as options to purchase up to 500,000 Common Shares at an exercise price of $0.10 per Common Share until the earlier of December 22, 2027 and the date that is 12 months from the completion of the Corporation's Qualifying Transaction, as more fully described in the Corporation's Final Prospectus under the heading "Options to Purchase Securities".

The Corporation is a Capital Pool Company (as defined in the policies of the Exchange). To date, the Corporation has not conducted operations of any kind and has not entered into an "Agreement in Principle", as such term is defined in Exchange Policy 2.4 ? Capital Pool Companies.

The Common Shares were admitted for trading on the Exchange and will be trading under the symbol "CES.P".

Aird & Berlis LLP acted as legal counsel to the Corporation and Minden Gross LLP acted as legal counsel to the Agent.

Celestial is the first and only Capital Pool Company listed on the TSX Venture Exchange that is focused on the Space Technology sector. Celestial is part of a larger platform and network of sophisticated technicians, industry professionals and impact capital whose mission it is to grow the Space Tech ecosystem in Canada by attracting exciting growth stage New Space companies to the Canadian capital markets and supporting their growth and success.

For additional information visit www.celestialgrowth.com

Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative. Certain statements in this news release constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Corporation's intended use of proceeds, satisfaction of conditions and the resumption of trading of the Corporation's common shares. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued business development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers of this news release should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Celestial Acquisition Corp.