Givex Corporation and County Capital 2 Ltd. Announce Closing of Upsized $22 Million Private Placement and Uplisting to The Toronto Stock Exchange in Connection with Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - November 12, 2021) - County Capital 2 Ltd. (TSXV: CTWO.P) ("CC2" or the "Corporation") and Givex Corporation (“Givex”), are pleased to announce that due to oversubscribed investor demand, Givex has completed an upsized brokered private placement (the "Brokered Offering") and a concurrent non-brokered private placement (the "Non-Brokered Offering") of subscription receipts ("Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $22,000,000 (collectively, the "Offering"). The Brokered Offering was led by Research Capital Corporation, as lead agent and sole book runner (the "Lead Agent"), on behalf of a syndicate of agents, including Canaccord Genuity Corp. and Paradigm Capital Inc. (together with the Lead Agent, the "Agents") pursuant to the terms of an agency agreement dated November 12, 2021 (the "Agency Agreement").

Don Gray, CEO and Founder of Givex reports, "We are very pleased to have completed this financing, with strong investor response, to fund Givex's ongoing acquisition strategy and working capital. This enables Givex to expand our business development and market opportunities on deploying the Givex platform to additional clients. I would like to thank County Capital 2 Ltd. and the existing shareholders of Givex Corporation who participated in this financing, along with the new investors who have supported this Offering and the continuing growth of Givex."

TSX UPLISTING

Givex and CC2 are also pleased to announce that they have received conditional approval for CC2 to graduate from the TSX Venture Exchange ("TSXV") and to list the common shares in the capital of the Resulting Issuer (as defined below) (the "Shares") on the Toronto Stock Exchange (the "TSX") under ticker symbol "GIVX" upon completion of the Proposed Transaction (as defined below).

Final approval of the listing of the Shares on the TSX is subject to Givex and the Resulting Issuer ‎meeting certain customary conditions required by the TSX. CC2 will issue a press release once ‎the TSX confirms the date when trading of the Shares is expected to commence on the TSX. ‎Upon completion of the final listing requirements, the Shares will be delisted from the TSXV.‎

QUALIFYING TRANSACTION UPDATE

Further to Givex and CC2's news releases on October 5, 2021 and October 12, 2021, the Offering was completed in connection with the proposed business combination among Givex, CC2 and a wholly-owned subsidiary of CC2 (the "Proposed Transaction"). In addition, Givex and CC2 have entered into a business combination agreement among Givex, CC2 and a wholly-owned subsidiary of CC2, pursuant to which they will complete the Proposed Transaction. The Proposed Transaction, once complete, is expected to result in the reverse takeover of CC2 (following completion of the Proposed Transaction, the "Resulting Issuer") and will constitute CC2's Qualifying Transaction, as such term is defined in the policies of the TSXV.

ADDITIONAL OFFERING DETAILS

In connection with the Offering, Givex issued an aggregate of 22,000,000 Subscription Receipts, of which 17,590,000 Subscription Receipts and 4,410,000 Subscription Receipts were issued pursuant to the Brokered Offering and Non-Brokered Offering, respectively, at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $22,000,000.

Immediately prior to the closing of the Proposed Transaction (the "RTO Closing"), and provided the Escrow Release Conditions (as defined in the Subscription Receipt Agreement (as defined below)) are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt shall be converted automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Givex (a "Unit").

Each Unit will consist of one Class A ordinary share of Givex (each an "Underlying Share") and one-half of one Class A ordinary share purchase warrant (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one Class A ordinary share of Givex (a "Warrant Share") at an exercise price of $1.25 per Warrant Share, until the date that is 24 months following the date of the RTO Closing (the "RTO Closing Date"). In connection with the RTO Closing, each Underlying Share and Underlying Warrant will immediately thereafter be exchanged for one common share of the Resulting Issuer and one common share purchase warrant of the Resulting Issuer, respectively.

The gross proceeds of the Offering, net of the Agents' expenses, 50% of the Agents' Commission (as defined below), 50% of the Agents' Advisory Fee (as defined below) and 50% of the WD Capital Advisory Fee (as defined below) (the "Escrowed Funds"), are being held in escrow pursuant to the terms of a subscription receipt agreement dated November 12, 2021 among Givex, CC2, the Lead Agent and TSX Trust Company, as subscription receipt agent (the "Subscription Receipt Agreement"). Upon satisfaction or waiver of the Escrow Release Conditions, the Escrowed Funds together with any interest earned thereon, will be released to the Resulting Issuer, less the remaining Agents' Commission, Agents' Advisory Fee and Agents' expenses, which will be paid to the Agents, and less the remaining WD Capital Advisory Fee, which will be paid to WD Capital Markets Inc, all in accordance with the terms set out in the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived within 120 days of closing the Offering, including if the conditions precedent to the Proposed Transaction are not completed, satisfied or waived, the Subscription Receipts will be cancelled without any further action and the Escrowed Funds together with any interest earned thereon will be returned to subscribers on a pro rata basis with any shortage of funds being paid by Givex. Upon completion of the Proposed Transaction, the net Escrowed Funds, together with any interest earned thereon, will be used to further develop the business of the Resulting Issuer and for general working capital purposes.

In consideration for the Agents' services rendered in connection with the Offering, the Agents received a cash commission of $1,231,300, representing 7.0% of the gross proceeds of ‎the Brokered Offering (the "Agents' Commission") and ‎an advisory fee in the amount of $132,300 (the "Agents' Advisory Fee"). On closing of the Offering, the Agents ‎received 50% of the Agents' Commission and 50% of the Agents' Advisory Fee, with the balance forming ‎part of the Escrowed Funds. In addition, as further consideration, Givex granted the Agents an aggregate of 132,300 advisory options (the ‎‎"Agents' Advisory Options") and 1,231,300 compensation options, representing 7.0% of the number of Subscription Receipts issued under the ‎Brokered Offering (together with the Agents' Advisory Options, the "Compensation Options"). Each ‎Compensation Option will be exercisable for one Unit (subject to any necessary ‎adjustments) (a "Compensation Unit") at the Offering ‎Price for a ‎period of 24 months following the RTO Closing Date. Each Compensation Unit will be comprised of one Class A ordinary share of Givex (a "Compensation Share") and ‎‎one-half of one Class A ordinary share purchase warrant of Givex (each whole warrant, a ‎‎"Compensation Warrant"). ‎Each Compensation Warrant shall be exercisable into one Class A ordinary share of Givex at a price of $1.25 for a period of ‎24 months from the RTO Closing Date (subject to any necessary adjustments)‎. ‎Pursuant to the Proposed Transaction, each Compensation Option will be ‎exchanged into compensation options of the Resulting Issuer on economically equivalent terms.‎ In addition, as further consideration in connection with services rendered by the Lead Agent in connection with the Offering, the Lead Agent received 250,000 Units.

In consideration for the advisory services rendered by WD Capital Markets Inc. in connection with the Offering, WD Capital Markets Inc. received an advisory fee of $175,000 (the "WD Capital Advisory Fee") and 175,000 compensation options, on the same terms as the Compensation Options. On closing of the Offering, WD Capital Markets Inc. ‎received 50% of the WD Capital Advisory Fee, with the balance forming ‎part of the Escrowed Funds.

ABOUT GIVEX

Givex is a fintech company with a 20-year track record of sustainable, profitable growth that has developed and commercialized a cloud-based, omnichannel technology platform, seamlessly integrating gift and loyalty programs, point of sale systems and flexible payment services to enterprise level retail and hospitality merchants across the globe. With clients including some of the world's largest brands, Givex's platform is currently deployed in over 90,000 client locations across 70 countries.

ABOUT COUNTY CAPITAL

CC2 brings together an elite group of industry leaders with a mandate to create and complete a series of professionally managed Capital Pool Companies. For more information about CC2 and the capital pool company program, please visit www.countycapital.ca.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including but not limited to statements about the Corporation's future plans and intentions, the completion of the Proposed Transaction and timing thereof, the use of the net Escrowed Proceeds on completion of the Proposed Transaction. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and neither the Corporation nor Givex assumes an obligation to update or revise them to reflect new events or circumstances, except as required by law.

For further information please contact:

County Capital 2 Ltd. 
Robert Munro, CEO & CFO
Telephone: 416.272.1140
Email: rob@countycapital.ca
Website: www.countycapital.ca

Givex Corporation
Don Gray, CEO
Telephone: 416.350.9660 ext. 2227
Email: don@givex.com
Website: www.givex.com

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

Completion of the Proposed Transaction is subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents, and approval of the shareholders of CC2 and Givex. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can 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 filed by CC2 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 the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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