VM Hotel Acquisition Corp. — Proxy Solicitation & Information Statement 2023

Feb 22, 2023

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NOTICE OF SPECIAL MEETING OF CLASS A RESTRICTED VOTING SHAREHOLDERS SCHEDULED TO BE HELD ON MARCH 16, 2023

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of Class A Restricted Voting Shares (the “ Class A Restricted Voting Shares ”) in the capital of VM Hotel Acquisition Corp. (the “ Corporation ”) is scheduled to be held virtually at 9:00 a.m. (Toronto time) on March 16, 2023.

The Corporation is holding its meeting in a virtual-only format. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Only registered shareholders and duly appointed proxyholders will be entitled to attend, ask questions and vote at the Meeting. Shareholders will not be able to physically attend the Meeting. The cost of this solicitation will be borne by the Corporation.

Shareholders can submit any questions they may have in advance of the Meeting to tsxtis@tmx.com.

The Meeting is being held for the following purposes:

1. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution (the “ Extension Resolution ”), the full text of which is set forth in Appendix A to the accompanying management information circular (the “ Circular ”), to extend the date by which the Corporation has to consummate a qualifying acquisition from March 31, 2023 to September 30, 2023 (the “ Extension ”); and

2. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is the close of business on February 13, 2023 (the “ Record Date ”). Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

As a Shareholder, it is very important that you read the Meeting Materials carefully. They contain important information with respect to voting your Class A Restricted Voting Shares and attending and participating at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting, may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. A beneficial Shareholder who wishes to participate in and vote at the Meeting, should appoint themselves as proxyholder. If you wish that a person other than management nominees identified on the form of proxy or voting instruction form

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attend and participate at the Meeting as your proxy and vote your Class A Restricted Voting Shares, including if you are a non-registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not being able to virtually attend, participate or vote at the Meeting. To register a proxyholder, Shareholders MUST send an email to tsxtrustproxyvoting@tmx.com and provide TSX Trust Company (“TSX Trust”) with their proxyholder’s contact information, amount of Class A Restricted Voting Shares appointed, name in which the Class A Restricted Voting Shares are registered if they are a registered Shareholder, or name of the broker where the Class A Restricted Voting Shares are held if they are a beneficial Shareholder, so that TSX Trust can facilitate the proxyholder’s participation in the Meeting.

A registered Shareholder may attend the Meeting or may be represented by proxy. If you are a registered Shareholder and you are unable to attend the Meeting, we encourage you to vote by completing the enclosed form of proxy and submitting it over the internet in accordance with the enclosed instructions. Voting by proxy will not prevent you from voting if you attend the Meeting and will ensure that your vote will be counted if you are unable to attend.

If you are not a registered Shareholder and receive these materials through your broker or other intermediary, please complete the form of proxy or voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

A proxy will not be valid for use at the Meeting unless the completed form of proxy is deposited at TSX Trust’s office at 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1, by facsimile at 416-595-9593 or by internet at www.voteproxyonline.com by 9:00 a.m. (Toronto time) on March 14, 2023 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the reconvening of the Meeting. A person appointed as a proxyholder need not be a Shareholder, subject to the registration requirements outlined above. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice. If you are a registered Shareholder, please contact TSX Trust at 416-361-0930 or by email tsxtis@tmx.com for any voting questions you may have.

In connection with the Meeting, the Corporation will provide Shareholders with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such Shareholders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit (and do not subsequently validly withdraw) their Class A Restricted Voting Shares for redemption prior to 5:00 p.m. (Toronto time) on March 14, 2023, the second business day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the Shareholders and the Board) and subject to applicable law, the Corporation will be required to redeem such Class A Restricted Voting Shares so deposited for redemption at an amount per Class A Restricted Voting Share (the “ Class A Extension Redemption Price ”), payable in cash, equal to the pro-rata portion (per Class A Restricted Voting Share) of: (a) the escrowed funds available in the escrow account at the time of the Meeting, including any interest and other amounts earned thereon, less (b) an amount equal to the total of (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the escrow account, (ii) any taxes of the Corporation (including under Part VI.1 of the Income Tax Act (Canada)) arising in connection with the redemption of the Class A Restricted

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Voting Shares, and (iii) actual and expected expenses directly related to the redemption, each as reasonably determined by the Corporation. For greater certainty, such amount will not be reduced by the deferred underwriting commission per Class A Restricted Voting Share held in the escrow account. For illustrative purposes, as of March 16, 2023, the estimated Class A Extension Redemption Price would be approximately US$10.11 per Class A Restricted Voting Share.

In connection with the redemption, it should be noted that:

• Shareholders who redeem their Class A Restricted Voting Shares can still vote in favour of the Extension, which will provide the Corporation with time to close a qualifying acquisition. If a qualifying acquisition is consummated, the warrants issued in connection with the Corporation’s initial public offering will remain outstanding and exercisable in accordance with their terms. If the Extension is not approved and a qualifying acquisition does not close prior to expiry of the Permitted Timeline, the warrants will expire worthless.

• Shareholders will have another redemption opportunity if the Business Combination or another qualifying acquisition closes prior to the expiry of the Permitted Timeline.

• Depending on a Shareholder’s individual circumstances, the Canadian income tax consequences to a Shareholder who redeems Class A Restricted Voting Shares could be worse than the Canadian income tax consequences to a Shareholder who sells Class A Restricted Voting Shares in the open market, since redeeming Class A Restricted Voting Shares will result in a deemed dividend to the Shareholder. Shareholders who are not resident in Canada and whose Class A Restricted Voting Shares are redeemed will be subject to Canadian withholding tax on the deemed dividend. See “ Certain Canadian Federal Income Tax Considerations ” in the Circular. The Corporation cannot assure Shareholders that they will be able to sell their Class A Restricted Voting Shares in the open market, even if the market price per share is higher than the Class A Extension Redemption Price, as there may not be sufficient liquidity in its securities when such Shareholders wish to sell their Class A Restricted Voting Shares.

If the Extension Resolution is approved and the Extension is made effective, the Corporation shall (a) redeem those Class A Restricted Voting Shares that are deposited (and not validly withdrawn) for redemption, and (b) deliver to each such Shareholder its pro rata portion of the escrow funds available in the Corporation’s escrow account less certain specified costs and taxes. The remainder of the escrow funds shall remain in the escrow account and be available for use by the Corporation to close its qualifying acquisition on or before September 30, 2023. Shareholders who do not redeem their Class A Restricted Voting Shares will retain their redemption rights in connection with the Corporation’s qualifying acquisition through to September 30, 2023 if the Extension Resolution is approved.

As disclosed in its news release dated September 22, 2022, the Corporation has entered into a business combination agreement with The Pyure Company Inc. (“ Pyure ”), HGI Industries, Inc., a predecessor and majority shareholder of Pyure, and TCPI Mergersub, Inc., a wholly owned subsidiary of the Corporation, pursuant to which the Corporation intends to acquire, through a series of transactions, all of the issued and outstanding shares of Pyure (the “ Business Combination ”). The Business Combination constitutes the Corporation’s “qualifying acquisition”

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under Part X of the Toronto Stock Exchange Company Manual. The Corporation’s current Permitted Timeline expires on March 31, 2023.

The Board is seeking approval of the Extension Resolution by Shareholders, in accordance with the Corporation’s articles. By approving the Extension Resolution, Shareholders will provide the Corporation until September 30, 2023 to consummate its qualifying acquisition, which may include the closing of the Business Combination. As the Business Combination remains subject to certain condition precedents, there can be no assurance that a qualifying acquisition will be completed.

The Board may revoke the Extension Resolution without further approval of Shareholders at any time prior to the Extension becoming effective in the event that they determine not to proceed with the Extension.

Shareholders whose Class A Restricted Voting Shares are held through an intermediary may have earlier deadlines for depositing their Class A Restricted Voting Shares pursuant to the redemption right. If the deadline for depositing such Class A Restricted Voting Shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such Shareholder’s Class A Restricted Voting Shares may not be eligible for redemption in connection with the Extension, but would remain eligible for redemption in connection with the closing of the Business Combination or another qualifying acquisition.

Shareholders that have any questions or need additional information with respect to the voting of their Class A Restricted Voting Shares should consult their financial, legal, tax or other professional advisors.

ZOOM MEETING DETAILS:

The Meeting will be held in a virtual-only format, which will be conducted via live webcast over the internet. Shareholders will have an equal opportunity to participate in the Meeting regardless of their geographic location.

Shareholders who choose to attend the Meeting will do so by accessing a live webcast of the Meeting via the internet by visiting:

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Shareholders should log in at least 15 minutes prior to the start of the Meeting. In order to log in, Shareholders will be required to provide the Meeting ID 883 3516 0271 and password 476470. To assist the Scrutineer with attendance, Shareholders are asked to log into the Meeting with their First and Last Names.

Shareholders will be able to listen to the Meeting live and submit questions while the Meeting is being held. Shareholders who are unable to attend the virtual Meeting are requested to sign, date and return the form of proxy or voting instruction form received in accordance with the instructions provided. The information circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

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The Corporation’s board of directors (the “ Board ”) has fixed February 13, 2023 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Circular.

If you are a registered Shareholder of the Corporation, please complete, date and sign the accompanying form of proxy and choose one of the following options to submit your proxy:

• (a) complete, date and sign the Proxy and return it to the Corporation’s transfer agent by 9:00 a.m. (Toronto time) March 14, 2023 by regular mail at TSX Trust Company, 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1, or via facsimile to 416-595-9593; or

• (b) use the internet through the website of the Corporation’s transfer agent at www.voteproxyonline.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the control number.

If you are a non-registered Shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your Class A Restricted Voting Shares not being eligible to be voted by proxy at the Meeting.

DATED this 10[th] day of February, 2023

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “ Ian McAuley ” Ian McAuley President and Chief Executive Officer VM Hotel Acquisition Corp.

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