Yubba and Impact Housing Corporation Enter into Letter of Intent to Complete Qualifying Transaction, Canadian Business Journal

TORONTO, December 1, 2022 (GLOBE NEWSWIRE) — Yubba Capital Corp. (TSXV: YUB.P) (“Yubba) and Impact Housing Corporation (“IHC”) is a basic agreement dated December 1, 2022 (“Roy”), pursuant to which Yubba and IHC complete the transaction leading to IHC’s reverse acquisition of Yubba (“Proposed deal”). The Proposed Transaction, if completed, constitutes a “Qualifying Transaction” for Yubba (such term is defined in Policy 2.4 of the TSX Venture Exchange (“TSXV”)).

About IHC

IHC is a Panama-based real estate developer, incorporated under the laws of the Republic of Panama on February 15, 2017, an affordable property supported by a long-term government subsidy program offering multiple products. We provide housing. IHC’s main business is to build and develop affordable, high-quality, subsidized housing and in the Republic of Panama to support the middle-class market.IHC’s vision is to build high-quality housing and It is achieved through a vertically integrated model that coordinates all services required for commercial building development. Including, but not limited to, land acquisition, financing, architecture, engineering, offsite manufacturing, general contracting, property management and management. IHC is incorporated under the laws of the Republic of Panama.

Simultaneous recruitment

In conjunction with and prior to consummation of the proposed transaction, IHC will require a subscription receipt for a minimum of US$6,000,000 (“Simultaneous recruitment”). Immediately prior to consummation of the proposed transaction, it is expected that each subscription receipt will be converted into (1) shares of common stock in IHC’s equity. Offer price(“Offer price”) Concurrent financing is subject to a number of factors, including prevailing market conditions at the time of consolidation.

In accordance with TSXV policy, a comprehensive news release with details and full terms will be provided prior to the closing of the simultaneous offer.

Summary of the proposed deal

The proposed transaction may be a placement plan, triangular merger, amalgamation, share exchange, or any other transaction deemed most effective, as determined by mutual agreement between IHC and Yubba upon receipt of tax, corporate tax, and corporate tax. It is expected to be constructed as a mechanism for Advice on securities law. Pursuant to the proposed transaction, holders of common stock in IHC’s capital (“IHC Stock”), one share of common stock in Yubba’s capital, including the concurrently offered investors (each, “Yubba Share”) for each IHC share you hold.

In order to match the value of Yubba shares with the value per IHC share upon completion of the proposed transaction, Yubba is expected to complete either a stock split or reverse stock split (“share capital adjustment”) Subject to customary adjustments based on the ratio resulting from the total number of Yubba shares after capital adjustment multiplied by the public offering price.

IHC does not currently have any convertible securities outstanding. Yubba has 300,000 options held by Yubba’s directors and officers (“option”) and 177,600 Broker Warrants (“warrant”) outstanding to purchase Yubba shares. Each option and warrant has an exercise price of C$0.10 and expires on August 26, 2026. As part of the proposed transaction, such convertible securities will be exchanged for the resulting convertible securities of the issuer (“Result issuer”) on equal terms.

A comprehensive news release containing details regarding the proposed transaction, financial details, the structure of the transaction, a description of the proposed management and the resulting directors of the issuer, terms of sponsorship, if applicable, and other details, will be available at , followed by policy. of TSXV.

The consummation of the proposed transaction is subject to a number of conditions, including but not limited to: (b) Execution of final contract. (c) Completion of Concurrent Offerings. (d) receipt of regulatory, corporate and third party approvals; (e) TSXV’s approval of the proposed transaction as a Qualifying Transaction for Yubba. (f) receipt by TSXV of approval for listing of the resulting issuer’s common stock; (g) Yubba’s stockholders approve certain matters pertaining to the proposed transaction, including adjustments to the share capital. However, there is no guarantee that any proposed transaction will be completed as proposed or not completed at all.

Investors agree that any information released or received with respect to the proposed transaction is accurate or Note that it may not be perfect. Do not rely on it.

Trading in capital pool company securities should be considered highly speculative. Yubba’s shares have been suspended from trading on his TSXV and are not expected to resume trading until the proposed transaction is completed.

This press release is not an offering of securities in the United States. The securities described in this press release are not registered under the United States Securities Act of 1933, as amended, and are held in the United States or in the accounts or accounts of United States persons (as defined in the United States). May not be offered or sold within the United States for profit. Regulation S (as amended) under the U.S. Securities Act of 1933 without or exempt from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor does it constitute a sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

TSXV has never taken on the merits of the proposed transaction and has not approved or disapproved of the contents of this news release.

NEITHER TSXV NOR ITS REGULATORY SERVICE PROVIDERS (TERMS AS DEFINED IN THE TSXV POLICIES) ASSUME ANY RESPONSIBILITY FOR THE SUITABILITY OR ACCURACY OF THIS RELEASE.

About Yubba

Yubba Capital Corp., incorporated under the laws of Ontario on January 8, 2021, is a capital pool company listed on the TSXV. It has not commenced commercial operation and has no assets other than cash. For more information, see his May 28, 2021 company final prospectus filed with his SEDAR at www.sedar.com.

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Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding Yubba’s and IHC’s plans, intentions, beliefs and current expectations regarding future business activities. It contains. Forward-looking information is often expressed in terms of “could,” “could,” “could,” “should,” “will,” “intend,” “plan “will”, “predict”, “believe”, “estimate”, “expect” or similar expressions and include information about: (ii) the terms on which the proposed transaction is expected to close, the ability to obtain necessary approvals (including, but not limited to, regulatory and TSXV approvals) and other factors;

Investors do not base forward-looking information on historical facts, but rather on forward-looking statements based on management’s opinions, assumptions and estimates that were believed to be reasonable at the time the statements were made. Please note that they reflect the expectations, estimates or projections of Yubba’s and IHC’s respective management with respect to results or events. make. While Yubba and IHC believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties that are unknown or predictable. Impossible factors could have a material adverse effect on future results and you should not rely on such information. performance or achievements of the combined company; Some of the key factors that could cause actual results to differ materially from those projected by the forward-looking information include: Obtain regulatory and shareholder approvals and satisfaction of other terms necessary to complete the proposed transaction on the proposed terms. the potential impact of the announcement or completion of the proposed transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; potential re-ratings after the completion of the proposed transaction; changes in general economic, business and political conditions, including changes in financial markets; Diversion of administrative time for proposed trades. This forward-looking information may be affected by risks and uncertainties in Yubba’s and IHC’s business and market conditions.

If one or more of these risks or uncertainties materialize, or if the assumptions underlying the forward-looking information prove incorrect, actual results may differ from those expressed herein. It may differ materially from plans, forecasts, beliefs, estimates or projections. Yubba and IHC have attempted to identify material risks, uncertainties and factors that could cause actual results to differ materially from those anticipated, estimated or intended. It can be different. Yubba and IHC disclaim any intention or obligation to update this forward-looking information, except as otherwise required by applicable law.

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