STG Partners, LLC entered into an arrangement agreement to acquire MediaValet Inc. (TSX : MVP) from Shen Capital Corp. and others for CAD 74.4 million on January 24, 2024. Under the terms of the Transaction, Shareholders will receive CAD 1.71 in cash per Share held. Pursuant to the terms of the Arrangement Agreement, each Share purchase warrant (a "Warrant") outstanding immediately prior to the effective time of the Arrangement will be cancelled in exchange for a cash payment. The Transaction values MV at approximately CAD 80 million. The Transaction will be subject to the approval of at least (i) two-thirds of the votes cast by Shareholders present in person or represented by proxy at a special meeting (the "Meeting") of Shareholders and holders of Warrants ("Warrantholders"), (ii) two-thirds of the votes cast at the Meeting by Shareholders and Warrantholders, voting together as a single class, present in person or represented by proxy at the Meeting, and (iii) as the Transaction is a "business combination" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting excluding votes attached to Shares required to be excluded under MI 61-101 (collectively, the "Shareholder Approval"). The Meeting is expected to be held in March 2024.

In connection with the Transaction, each of the officers and directors of MV, and Shen Capital and its affiliates, the Company's largest Shareholder, holding in aggregate approximately 34.2% of the issued and outstanding Shares, have entered into voting and support agreements with the Purchaser, pursuant to which they have agreed to, among other things, vote their Shares and Warrants in favour of the Transaction. In addition to Shareholder Approval, the Transaction is subject to approval by the Court of King's Bench of Alberta (the "Court") and certain other regulatory approvals, as well as the satisfaction of certain other customary closing conditions for a transaction of this nature. The Arrangement Agreement contains customary non-solicitation, "fiduciary out" and "right to match" provisions, as well as a CAD 4.0 million termination fee payable to the Purchaser if the Arrangement Agreement is terminated in certain circumstances. Subject to the satisfaction or waiver, where permitted, of all conditions to closing, the Transaction is expected to close in Q1 2024. In connection with and subject to the closing of the Transaction, MV will apply to have its Shares delisted from the TSX and MV will apply to cease to be a reporting issuer under Canadian securities laws. The Transaction is not subject to a financing condition. After receiving legal and financial advice, including the fairness opinion referred to below, and considering a number of factors, and after receiving the unanimous recommendation of the special committee of the Board, the Board has unanimously approved the Transaction and recommends that Shareholders vote in favour of the Transaction. The Board has received an oral fairness opinion from TD Securities Inc. TD Securities Inc. is acting as exclusive financial advisor and McMillan LLP is acting as legal advisor to the Company in connection with the Transaction. Stikeman Elliott LLP is acting as legal advisor to STG.