Mr. John Travaglini reports

PLATFORM 9 CAPITAL CLOSES SUBSCRIPTION RECEIPT FINANCING

Platform 9 Capital Corp. has noted that, further to its news release dated April 14, 2021, Sol Cuisine Inc. has today completed its brokered private placement of 6,000,231 subscription receipts at a price of $2.15 per subscription receipt, which together with an investment to be made by certain existing shareholders of Sol Cuisine on similar terms prior to completion of the company's qualifying transaction with Sol Cuisine will raise gross proceeds of approximately $15-million.

The private placement was led by Canaccord Genuity Corp., as lead agent, in addition to CIBC World Markets Inc. and National Bank Financial Inc. Each subscription receipt entitles the holder to receive, without payment of additional consideration, one unit of Sol Cuisine upon satisfaction or waiver of the escrow release conditions (as defined herein). Each unit consists of one common share of Sol Cuisine and one-half of one Sol share purchase warrant. Each unit shall be exchanged, without further consideration or action on the part of the holder, for one unit of the resulting issuer, upon completion of the proposed transaction. Each resulting issuer unit will consist of one common share of the resulting issuer and one-half of one resulting issuer share purchase warrant. Each resulting issuer warrant shall entitle the holder thereof to acquire one resulting issuer share at a price of $2.60 for a period of 24 months following the satisfaction or waiver of the escrow release conditions (as defined herein), subject to the right of the resulting issuer to accelerate the expiry date of the resulting issuer warrants in the event that the closing price of the resulting issuer shares on the TSX Venture Exchange remains equal to or higher than $3.90 for 20 consecutive trading days.

The gross proceeds from the sale of the subscription receipts (less customary deductions) are being held in escrow by TSX Trust Company. The escrowed funds will be released from escrow to Sol Cuisine upon the satisfaction of the following conditions, among others, on or prior to the day that is 120 days from the closing of the private placement:

1. The receipt of all required shareholder, regulatory and other approvals, including, without limitation, the conditional approval of the TSX-V for the listing of the resulting issuer shares and the proposed transaction;
2. The financing amount being achieved;
3. Sol Cuisine and Platform 9 having delivered a direction to the escrow agent confirming that the conditions of release have been met or waived.

If the escrow release conditions are not satisfied on or before the escrow deadline, the escrowed finances shall be returned to the holders of the subscription receipts on a pro rata basis and the subscription receipts will be cancelled without any further action on the part of the holders. To the extent that the escrowed finances are not sufficient to refund the aggregate issue price paid by the holders of the subscription receipts, Sol Cuisine will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall. Following the satisfaction of the escrow release conditions and the completion of the proposed transaction, the net proceeds from the offering are anticipated to be used, principally, for sales, marketing and growth initiatives, working capital and general corporate purposes, repayment of debt, and for capital expenditures. While the resulting issuer intends to spend the finances available to it as stated herein, there may be circumstances where for sound business reasons a reallocation of finances may be necessary.

Completion of the proposed transaction is subject to a number of conditions including, but not limited to:

1. Receipt of regulatory approvals;
2. Acceptance of the proposed transaction as Platform 9's qualifying transaction by the TSX-V;
3. Receipt of approval for the listing of the resulting issuer shares by the TSX-V;
4. Shareholders of Platform 9 approving certain matters ancillary to the proposed transaction, all subject to the completion of the proposed transaction.

There can, however, be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon.

Trading in securities of a capital pool company should be considered highly speculative. Shares of Platform 9 are currently halted from trading on the TSX-V, and trading is not expected to resume until closing of the proposed transaction.

About Platform 9 Capital Corp.

Platform 9 is incorporated under the laws of Ontario and is a capital pool company. It has not commenced commercial operations and has no assets other than cash.

We seek Safe Harbor.