Value Capital Trust and AIP Yield Fund, LP Provide Update on Previously Announced Private Placement

Toronto, Ontario--(Newsfile Corp. - November 23, 2021) - Value Capital Trust (TSXV: VLU.P) ("Value") and AIP Yield Fund, LP ("AIPYF") announce that they have updated the terms of the proposed brokered private placement of subscription receipts of AIPYF ("Units") announced on February 18, 2021 (the "February Announcement"). The resizing and pricing of the offering will be gross proceeds of US$5,500,000 and up to US$8,500,000 at $2.00 USD per Unit (the "Offering") AIPYF has already achieved the minimum capital raise amount assuring the closing of the transaction.

Pursuant to the engagement letter signed June 14, 2021, Laurentian Bank Securities Inc. (the "Agent") will act as the lead agent and sole bookrunner in respect of the offering. Under the updated terms, the Agent will receive a cash commission equal to 8% of the aggregate gross proceeds of the Offering and broker warrants to acquire such number of Units as is equal to 8% of the Units sold in the Offering. The terms of the Offering as described in the February Announcement are otherwise unchanged. The Offering is anticipated to close on or about December 9, 2021.

AIPYF and Value entered into a Letter of Intent ("LOI") dated December 18, 2020, as amended by a first amending agreement dated January 31, 2021, and a second amending agreement dated April 29, 2021 (the "Letter of Intent"). Pursuant to a third amending agreement dated July 26, 2021, AIPYF and Value agreed to further extend the term of the LOI to September 30, 2021, and recently executed the fourth amendment extending the term of the LOI to January 31, 2022.

Following the completion of the Offering, Value and AIPYF plan to complete the previously announced transaction that will result in a reverse take-over of Value by AIPYF (the "Proposed Transaction"). The Proposed Transaction will also result in the name of Value being changed to AIP Realty Trust. The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute Value's "Qualifying Transaction" (as such term is defined in TSXV Policy 2.4).

For further information, please contact:

Value Capital Trust

Name: Nathan Smith
Title: Chief Executive Officer
Phone: (345) 926-4915

AIP Yield Fund, LP

Name: Leslie Wulf
Title: Capital Markets and Finance
Phone: (214) 679-5263

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Value and AIPYF with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the completion of the Offering, the timing and terms of the Offering, the completion of the Proposed Transaction and the timing and terms of the Proposed Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Value and AIPYF's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Value and AIPYF believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the resulting issuer following completion of the Proposed Transaction. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to complete the Offering on the timing and terms described herein, or at all; the ability to complete the Proposed Transaction on the timing and terms described herein, or at all; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management's time on the Offering. This forward-looking information may be affected by risks and uncertainties in the business of Value and AIPYF and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Value and AIPYF have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Value and AIPYF do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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