There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be met. The completion of the Transaction is subject to a number of terms and conditions, including and without limitation: the negotiation and execution of the Definitive Agreement there being no adverse material changes to Captor or Rimstock the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, as required, including the approval of the Canadian Securities Exchange (“ CSE”) completion of financial review by each party of the other party and other standard conditions of closing for a transaction similar in nature of the Transaction. The exercise price for the Call Option shall be based on a valuation to be determined by mutual agreement of the Company and Rimstock, acting reasonably, as of the date of exercise however, in no circumstance will the valuation be less than USD $49,520,000. The Call Option may not be exercised until 12 months from the Closing and will expire 24 months from the date thereof. Upon the completion of the Transaction, the Resulting Issuer shall have the option to acquire the remaining 35.89% of Rimstock’s issued and outstanding shares from its remaining shareholders (the “ Call Option”). It is anticipated that the Resulting Issuer will continue the business of Rimstock under a name to be determined by the Company and Rimstock, which will result in a change of business of the Resulting Issuer. USD $2,500,000 in cash as a non-refundable deposit, which will be converted into shares of Rimstock at a fully-diluted valuation of USD $49,520,000 upon the earlier of: (i) the Closing or (ii) the expiration of the exclusivity period set out under the LOI, which is 180 days from the date of the LOI.Īny additional cash in the treasury of the Company as of the Closing in excess of USD $7,000,000 (less transaction fees) will be credited to the benefit of the Issuer’s existing shareholders. USD $7,000,000 in cash, which shall be reserved in the treasury of the Company for use by the Resulting Issuer as working capital and USD $22,245,208 in shares of the Company with a deemed value of CAD $0.25 per share, due upon the Closing

The LOI contemplates that Captor and Rimstock will negotiate and enter into a definitive agreement in respect to the Transaction (the “ Definitive Agreement”), pursuant to which it is anticipated that the Company will acquire 64.11% of Rimstock’s issued and outstanding share capital in exchange for the aggregate purchase price of USD $31,745,208 (the “ Purchase Price”), which shall be paid in the following amounts: Past results are not a guarantee of future performance. The financial information for Rimstock noted above are management prepared in accordance with Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and have not been reviewed nor audited by Rimstock’s auditors and may be subject to change. The completion of the Strategic Review is expected to put the Company in an ideal position to effect the Transaction, allowing it to transition from the cannabis industry to the emerging electric vehicle vertical with the goal of maximizing shareholder value. The Transaction is to be completed concurrently with the Company’s strategic review announced on J(the “ Strategic Review”). Upon closing of the Transaction (the “ Closing”), it is expected that shareholders holding 64.11% of Rimstock will hold 72% of the issued and outstanding shares of the Resulting Issuer (the “ Resulting Issuer Shares”) and current shareholders of Captor Capital will hold 28% of the issued and outstanding Resulting Issuer Shares (on a non-diluted basis). The resulting issuer that will exist upon completion of the Transaction (the “ Resulting Issuer”) will change its business from cannabis to the electric and luxury vehicle industry. It is currently contemplated that the Transaction will be effected by way of a share exchange of common shares of the Company for common shares of Rimstock (the “ Share Exchange”). (CSE: CPTR FRANKFURT: NMVA STUTTGART: NMVA), (“Captor Capital” or the “Company”), is pleased to announce that it has entered into a binding letter of intent (the “ LOI”) dated July 15, 2022, with UK-based Rimstock Holdings Limited (“ Rimstock”) in respect of a proposed business combination pursuant to which the Company will acquire 64.11% of Rimstock in exchange for share capital in the Company and cash considerations, which will result in the reverse takeover of Captor Capital by Rimstock (the “ Transaction”). TORONTO, J(GLOBE NEWSWIRE) - Captor Capital Corp.

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