AF2 Capital Corp. Enters into Letter of Intent for Reverse-Takeover Transaction with Stay Inc.

Toronto, Ontario--(Newsfile Corp. - November 13, 2023) - AF2 Capital Corp. (TSXV: AF.P) ("AF2" or the "Company"), is pleased to announce it has entered into of a non-binding letter of intent dated October 23, 2023 (the "LOI") with Stay Inc. ("Stay"), a platform in the short and long-term rental industry with operations in North America, which sets forth, in general terms, the basic terms and conditions upon which Stay and AF2 will combine their business operations resulting in a reverse takeover of AF2 by Stay and its shareholders (the "Transaction"). It is intended that the Transaction will constitute the "Qualifying Transaction" of AF2 as such term is defined in Exchange Policy 2.4 - Capital Pool Companies, resulting in the combination of Stay and AF2, with the common shares of the resulting issuer to the Transaction (the "Resulting Issuer Shares") being listed on the TSX Venture Exchange (the "Exchange"), subject to approval of the Exchange.

Stay is an online marketplace (stayapp.co) that currently facilitates short-term rentals (STR) and will be expanding into the mid and long-term rental markets. This host-centric platform is designed for professional hosts, property managers, and entrepreneurial minded real estate investors. The platform also provides guests with access to a competitive alternative offering quality and "professionally" managed properties. Stay continues to grow with over 45,000 registered users and over 19,000 properties listed on the platform.

Stay is excited about this opportunity to expand their capital raising opportunities, reach, and create a broader awareness of the Stay brand, while providing its existing and future securityholders with liquidity on a recognized stock market. "We're thrilled about the opportunity and what changes we can bring to the industry, servicing hosts differently from our competitors and being able to evolve our platform to service the ever-changing market conditions," said Co-Founder and Chairman of the Board, Scott McGillivray. Stay has been granted access to exclusive high-profile properties in partnership with Scott McGillivray, the host of television shows such as HGTV's Vacation House Rules and Renovation Resort. Vacation House Rules' cottages and Renovation Resort's cabins are currently booking on the Stay platform.

The acceptance of the LOI is being followed by good faith negotiations of definitive documentation, including a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") among the parties setting forth the detailed terms of the Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of the similar nature and magnitude of the Transaction. AF2 is a capital pool corporation (a "CPC") as defined under the policies of the Exchange, and it is expected than an application for the listing of the Resulting Issuer Shares will be submitted to the Exchange following the execution of the Definitive Agreement. There can be no certainty that the Transaction will be completed on the terms set out in the LOI or at all.

A comprehensive news release will be issued by AF2 in due course disclosing details of the Transaction, including financial information respecting Stay, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, the issued and outstanding securities of each of AF2 and Stay, the terms of the exchange of securities of AF2 and Stay, the applicable security exchange ratios, the details of any meetings of the shareholders of AF2 and Stay required to approve the Transaction and matters related thereto (as applicable), and other material information respecting the Transaction once a Definitive Agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.

About AF2

AF2 is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The officers of the Company are Michael Galloro, Chief Executive Officer, and Jonathan Held, Chief Financial Officer and Corporate Secretary. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

About Stay

Stay is an online marketplace (stayapp.co) that currently facilitates short-term rentals (STR) and will be expanding into the mid and long-term rental markets. This host-centric platform is designed for professional hosts, property managers, and entrepreneurial minded real estate investors. The platform also provides guests with access to a competitive alternative offering quality and "professionally" managed properties. Stay continues to grow with over 45,000 registered users and over 19,000 properties listed on the platform.

For further information:

AF2 - Michael Galloro, [e-mail]

Stay - Nick Sama, Phone: [phone], Email: [e-mail]

Forward-Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Transaction and the timing thereof, the execution of the Definitive Agreement, the proposed business of the Resulting Issuer, shareholder and regulatory approvals, and future press releases and disclosure.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding general economic and industry factors, market conditions, management's ability to manage and to operate the Stay business, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Resulting Issuer, the Company, or Stay may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/187204