County Capital 2 Ltd. Announces Filing of Filing Statement in Connection with Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - November 15, 2021) - County Capital 2 Ltd. (TSXV: CTWO.P) ("CC2" or the "Corporation") and Givex Corporation ("Givex") are pleased to announce that, following on the successful completion of Givex's brokered and non-brokered offerings of subscription receipts for aggregate gross proceeds of $22,000,000 previously announced on November 12, 2021, CC2 has filed its filing statement (the "Filing Statement") on SEDAR in connection with the proposed business combination among Givex, CC2 and a wholly-owned subsidiary of CC2 (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 TSX Venture Exchange. It is anticipated that the Proposed Transaction will close on or about November 25, 2021.

Givex and CC2 have received conditional approval to list the common shares of the Resulting Issuer on the Toronto Stock Exchange (the "TSX") under ticker symbol "GIVX" following completion of the Proposed Transaction. Final approval 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. ‎

Investors are encouraged to review the Filing Statement on the CC2's SEDAR profile at www.sedar.com as well as the news releases of CC2 dated October 5, 2021, October 12, 2021 and November 12, 2021. The Filing Statement provides detailed information about, among other things, the Proposed Transaction, CC2, Givex and the Resulting Issuer. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

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 listing of the shares of the Resulting Issuer on the TSX, and the completion of the Proposed Transaction and timing thereof. 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 filed by CC2, 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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