Mr. Ben Lui reports

YORKTON EQUITY GROUP INC. ANNOUNCES UPSIZING AND CLOSING OF PRIVATE PLACEMENT

Yorkton Equity Group Inc., due to strong investor demand, has upsized and closed the final tranche of its non-brokered private placement, as previously announced on Oct. 12 , 2023, Oct. 18, 2023, and Nov. 27, 2023, of unsecured convertible debentures of the company.

The private placement was increased to raise aggregate gross proceeds of up to $2,736,000 through the sale of 2,736 convertible debentures. Upon closing of the private placement, Yorkton issued an aggregate of 2,736 convertible debentures, at an issue price of $1,000 per convertible debenture, for gross proceeds of $2,736,000.

Details of this private placement

Each convertible debenture has an issue price of $1,000 with an interest rate of 8 per cent per annum, payable annually to the convertible debentureholders only in cash no later than 30 days from the anniversary date of the closing date of the private placement to the maturity date.

Each convertible debenture will mature on the date that is five years from the date of issuance of the convertible debenture. The principal amount of each convertible debenture may, at the option of the convertible debentureholder, be convertible, in whole or in part during the term, into common shares of the company at a conversion price of 20 cents per common share, after which such principal amount of the convertible debenture will be extinguished.

The company, after a period of 36 months following the date of closing, will have the right, but not the obligation, to redeem the principal amount and any unpaid interest of the convertible debenture, in cash, without penalty, at any time prior to the date of maturity by providing a 30-calendar-day notice period to the convertible debentureholder by way of a written notice or a press release duly disseminated. Within 10 business days after receipt of the redemption notice, the convertible debentureholder, at its sole discretion, may request for a conversion (of the principal amount only exclusive of any interest component which is payable in cash only) from the company by the issuance of common shares. All rights to conversion lapses 10 business days after receipt of the redemption notice.

The convertible debentures and any common shares issuable upon conversion are subject to a statutory hold period lasting four months and one day following the closing date.

The company has used the proceeds from the initial tranche closing of the private placement for the closing of the acquisition of The Fuse, a 125-unit condominium-grade multifamily residential complex that was constructed in 2015, and comprises two buildings situated on approximately 2.67 acres of land located in the Summerside neighbourhood with the municipal addresses of 2105 and 2109 68 St. SW, Edmonton, Alta. (previously announced on Oct. 18, 2023), and the company intends to use the additional proceeds from the private placement for unallocated and general working capital.

In connection with the closing of the private placement, the company paid fees of $12,800 to Sentinel Financial Management Corp.

Pursuant to the private placement, Ben Lui acquired 2,000 convertible debentures in the initial tranche closing (as previously announced on Oct. 18, 2023), and 33 convertible debentures in the final tranche closing of the private placement, for an aggregate of 2,033 convertible debentures in the principal amount of $2,033,000. The transactions are each considered to be a related party transaction pursuant to the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), as Mr. Lui is the chief executive officer, director and majority shareholder of Yorkton. These transactions were exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. In particular, the company has determined that the exemption set out in Paragraph (b) in Section 5.5 of MI 61-101 is applicable since the company is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemption, the independent directors have determined that the exemption set out in paragraphs (1)(b) in Section 5.7 of MI 61-101 is applicable in that the distribution of the securities to Mr. Lui has a fair market value of not more than $2.5-million and the company is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.

The company did not file a material change report in respect of these transactions 21 days in advance of the closing of the private placement because insider participation had not been confirmed. The shorter period was necessary in order to permit the company to close the private placement in a time frame consistent with usual market practice for transactions of this nature.

Early warning report requirements

Mr. Lui, who currently owns or controls (directly or indirectly) 82,511,845 (or 73.23 per cent) of the issued and outstanding common shares on a non-diluted basis, acquired 2,000 convertible debentures in the initial tranche closing (as previously announced on Oct. 18, 2023), and 33 convertible debentures in the final tranche closing, for an aggregate of 2,033 convertible debentures in the principal amount of $2,033,000 pursuant to the private placement, being 74.31 per cent of the convertible debentures issued in the private placement, and 32.53 per cent of all currently issued and outstanding convertible debentures of the company. The convertible debentures held by Mr. Lui may be converted, at his option, into a maximum of 10,348,333 common shares at a conversion price of between 20 cents and 30 cents per common share by delivering written notice to convert at any time prior to the close of business on the last business day immediately preceding the maturity date.

Prior to the final tranche closing of the private placement, Mr. Lui (directly or indirectly) owned 82,511,845 common shares, 275,000 stock options and 2,055 unsecured convertible debentures (as previously announced on April 20, 2023, and Oct. 18, 2023), of the company. If all of Mr. Lui's stock options and unsecured convertible debentures were exercised, Mr. Lui would have owned (directly or indirectly) 75.5 per cent of the then-issued-and-outstanding common shares, on a partially diluted basis.

After the final tranche closing of the private placement, Mr. Lui (directly or indirectly) owns 82,511,845 common shares, 275,000 stock options of the company and 2,088 unsecured convertible debentures. If all of Mr. Lui's stock options and unsecured convertible debentures were exercised, Mr. Lui would own (directly or indirectly) 75.53 per cent of the issued and outstanding common shares, on a partially diluted basis.

The convertible debentures were acquired for investment purposes. Mr. Lui has no current intention to enter into any of the transactions listed in item 5 of Form F1 of National Instrument 62-103 but, in the future, he may discuss such transactions with management and/or the board of directors of the company, and he may further purchase, hold, convert, vote, trade, dispose or otherwise deal in the securities of the company, in such manner as he deems advisable to benefit from changes in market prices of the company's securities, publicly disclosed changes in the operations of the company, its business strategy or prospects, or from a material transaction of the company, and he will also consider the availability of funds, evaluation of alternative investments and other factors. An early warning report will be filed by Mr. Lui in accordance with applicable securities laws and will be available under the company's SEDAR+ profile.

About Yorkton Equity Group Inc.

Yorkton Equity Group is a growth-oriented real estate investment company committed to providing shareholders with growing assets through accretive acquisitions, organic growth and the active management of multifamily rental properties with significant upside potential. Yorkton's current geographical focus is in Alberta and British Columbia with diversified and growing economies, and strong population in migration. Yorkton's business objectives are to achieve growing net operating income (NOI) as well as the asset values in its multifamily rental property portfolio in strategic markets across Western Canada.

The management team at Yorkton Equity Group has well over 30 years of prior real estate experience in acquiring and managing rental assets.

We seek Safe Harbor.