Monaghan Capital Fund Ltd. — M&A Activity 2025

Feb 21, 2025

MONAGHAN ANNOUNCES TERMINATION OF QUALIFYING TRANSACTION WITH HANGR3 ENTERTAINMENT CORP.

Not for distribution to United States newswire services or for dissemination in the United States.

Vancouver, British Columbia, February 21, 2025, Monaghan Capital Fund Ltd. (TSXV: EIRE.P) (the "Company") announces that Hangr3 Entertainment Corp. ("Hangr3") has provided notice to the Company that it does not intend to proceed with the transaction pursuant to the letter of intent entered between the Company and Hangr3 on October 26, 2024 (the "LOI"), as previously announced by the Company on November 4, 2024, and as such, the LOI has been terminated in accordance with its terms.

The Company will continue to pursue and evaluate other businesses and assets with a view to completing a Qualifying Transaction (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange")) and will make further announcements with respect to these efforts as soon as practically possible. In the interim, the Company will apply to the Exchange to reinstate trading of the Company's common shares.

Monaghan Capital Fund Ltd.

The Company was incorporated under the Business Corporations Act (British Columbia) on July 6, 2021, and is a Capital Pool Company (as such term is defined in Policy 2.4 of the Exchange) listed on the Exchange. The Company has no commercial operations and no assets other than cash. On June 21, 2023, the Company changed its name to "Monaghan Capital Fund Ltd."

For further information, please contact:

Monaghan Capital Fund Ltd.
2600 – 1066 West Hastings Street
Vancouver, British Columbia
V6E 3X1 Canada

Contact: Drew Green, CEO, CFO and Director
Telephone: 416 602-4415

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

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

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 the Company 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: (i) expectations regarding whether a new Qualifying Transaction will be consummated, including whether conditions to the consummation of new Qualifying Transaction will be satisfied, or the timing for completing a new Qualifying Transaction and (ii) expectations for other economic, business, and/or competitive factors.

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Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of the Company'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 the Company believes 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 combined company. 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 consummate a new Qualifying Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of a new Qualifying Transaction; the potential impact of the announcement or consummation of a new Qualifying Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. This forward-looking information may be affected by risks and uncertainties in the business of the Company 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 the Company has 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. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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