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26 Capital Acquisition Corp. Announces Extension of Merger Agreement End Date with UE Resorts International, Inc.

MIAMI, Sept. 30, 2022 /PRNewswire/ -- 26 Capital Acquisition Corp. ("26 Capital") (NASDAQ: ADER) and UE Resorts International, Inc. ("UERI") today reiterate their mutual commitment to and strong support of their previously announced Agreement and Plan of Merger and Share Acquisition dated October 15, 2021 (the "Agreement") by jointly consenting to extend the termination date of the of the Agreement. Per the terms of an amendment signed today, UERI and 26 Capital have both agreed to extend the date on which either party could terminate the transaction contemplated in the Agreement from October 1, 2022 until October 1, 2023.

(PRNewsfoto/26 Capital)
(PRNewsfoto/26 Capital)

The extension of the termination date illustrates the commitment on the part of both parties to successfully close the merger transaction contemplated by the Agreement. The amendment will provide additional time to complete the transaction. Both parties remain dedicated to working to close the transaction as expeditiously as possible.

Upon closing of the transaction, UERI will become a publicly traded company and have its common stock and warrants listed on Nasdaq.

When completed, the merger will bring together the complementary strengths of both organizations allowing the publicly traded company to unlock value and drive growth opportunities for the business and its shareholders.

"I remain extremely excited about this transaction and the opportunity for our investors to participate in one of the fastest growing Asian gaming markets," said Jason Ader, Chairman and Chief Executive Officer of 26 Capital. That fact that Universal Entertainment is willing to extrend the agreement by a year demonstrates the dedication of both parties to complete the merger."

About 26 Capital Acquisition Corp.

26 Capital Acquisition Corp. (NASDAQ: ADER) is a Nasdaq-listed blank check company formed for the purpose of creating stockholder value by identifying an acquisition target with significant growth opportunities that the 26 Capital team can enhance by utilizing its experience and track record of creating and unlocking value, with particular focus in gaming, gaming technology, lodging, and entertainment. 26 Capital is led by Jason Ader of SpringOwl Asset Management. Mr. Ader has over 26 years of experience as an institutional investor, asset manager, and research analyst, with particular expertise in the gaming and hospitality industries. SpringOwl Asset Management has raised more than $1 billion in capital since it was founded in 2013.

About UE Resorts International, Inc.

UE Resorts International, Inc. is the holding company of Okada Manila, the premier casino and integrated resort in Entertainment City, Manila. Okada Manila is the largest integrated resort in the Philippines and amongst the largest in the world. Located in one of the fastest-growing gaming markets in Asia, Okada Manila sits on over 50 acres of land, and upon final completion will have licensed capacity to operate 974 gaming tables and 6,890 electronic gaming machines and have 993 luxury hotel rooms.

Participants in the Solicitation

26 Capital Acquisition Corp. and certain of its directors and executive officers may be deemed participants in the solicitation of proxies from 26 Capital Acquisition Corp.'s stockholders with respect to the proposed business combination transaction. A list of the names of those directors and executive officers and a description of their interests in 26 Capital Acquisition Corp. is set forth in 26 Capital Acquisition Corp.'s filings with the SEC (including 26 Capital Acquisition Corp.'s final prospectus related to its initial public offering (File No. 333-251682) dated as of January 14, 2021), and are available free of charge at the SEC's web site at www.sec.gov, or by directing a request to 26 Capital Acquisition Corp., 701 Brickell Avenue, Miami, Florida 33131, attention: Jason Ader. Additional information regarding the interests of such participants will be contained in the prospectus/proxy statement for the proposed business combination transaction when available.

UERI and certain of its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of 26 Capital Acquisition Corp. in connection with the proposed business combination transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination transaction will be included in the registration/proxy statement for the proposed business combination transaction when available

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. UERI's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, 26 Capital Acquisition Corp.'s and UERI's expectations with respect to future performance and anticipated financial impacts of the business combination transaction.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside 26 Capital Acquisition Corp.'s and UERI's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against 26 Capital Acquisition Corp. and/or UERI following the consummation of the business combination transaction; (2) the impact of COVID-19 and related regulatory responses (such as local community quarantine and international travel restrictions) on UERI's business; (3) the dependence of UERI's business on its casino gaming license; (4) the inability to maintain the listing of UERI's common shares on the Nasdaq following the consummation of the business combination transaction; (5) the risk that the business combination transaction disrupts current plans and operations; (6) the ability to recognize the anticipated benefits of the business combination transaction, which may be affected by, among other things, competition, the ability of UERI to grow and manage growth profitably, and retain its key employees; (7) costs related to the business combination transaction; (8) changes in applicable laws or regulations; (9) the possibility that UERI may be adversely affected by other economic, business, and/or competitive factors; and (10) any plans to expand operations outside of the Philippines. The foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning 26 Capital Acquisition Corp. or UERI, the transactions described herein or other matters and attributable to 26 Capital Acquisition Corp., UERI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of 26 Capital Acquisition Corp. and UERI expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.

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