Caravan Update

CALGARY, AB / ACCESSWIRE / November 24, 2023 / Caravan Trailer Lodges of Alberta Ltd. (the "Company" or "Caravan") has been made aware of certain communications that have been made to some of its shareholders. As noted in the Company's press release dated November 10, 2023, Caravan director Herb Styles unilaterally scheduled an application seeking to appoint a receiver of Caravan at a hearing on December 8, 2023. Mr. Styles also sent a letter to some Caravan shareholders and potential shareholders inviting them to attend an information session, which occurred on November 15. The Company has been made aware of various comments that were made to shareholders (or their representatives) by counsel to Mr. Styles at that information session.

The Company believes that during that information session numerous statements were made that were false and misleading and that constituted material misrepresentations of fact.

As a reporting issuer, Caravan is not able to comment on allegations, intentions, negotiations or pending tasks (particularly ones that involve confidentiality restrictions or commercial sensitivities) and it is restricted from commenting on rumours and innuendo.

Notwithstanding the foregoing, there are two key false premises advanced at the information session that the Company is particularly obliged to dispel: 1. That Caravan's Board is "deadlocked"; and 2. That the Board does not have a plan to sell its 10.25 acre property and wind-up the Company. Both of these statements are false. To the contrary:

1. Caravan's Board of Directors is not "deadlocked". Rather, it is a fully functioning board that is operating in accordance with the Court's Order that was granted in 2019; and
2. The Board does have a plan to sell its 10.25 acre property and wind-up the Company and distribute funds to its shareholders, all of which is expected to be completed in accordance with the Court's Consent Order.

As noted in the Company's November 10 press release, the Board of Directors is currently comprised of three individuals: Herbert Styles, Mark Cowper-Smith and Calum Stewart. Mr. Stewart is an independent director who was appointed in accordance with the Consent Order. He was nominated by Mr. Styles and then approved by Mr. Cowper-Smith, as contemplated in the Consent Order. As the sole independent director, Mr. Stewart is charged with casting the deciding vote in instances where the other directors are in opposition. Mr. Stewart has done that on numerous occasions and continues to act honestly, in good faith, and in the best interests of the Company, in accordance with his fiduciary duty.

In terms of going forward plans, it is (and always has been) the Board's intention to sell its 10.25 acre property, hold a shareholder meeting to approve such a sale and the liquidation of all assets and the winding-up the Company and to conduct one or more distributions of the proceeds of sale to its shareholders. Substantial milestones have been attained in this regard, including but not limited to the engagement of B&A Planning Consultants, the completion of a rezoning application (which has been materially accretive in value) and the assessment of various issues that are specific to the sale of a trailer park property. The Board has also held negotiations regarding the sale of the property, though no binding agreement has been reached to date. Due to confidentiality restrictions and commercial sensitivities, the Company is unable to provide further comment on negotiations or the status of any potential sale. Once the Company reaches an agreement for a sale of the property, such agreement (and the winding up of the Company) will be put to the shareholders of the Company to approve, in accordance with the Consent Order. A meeting of shareholders will be called at that time and all shareholders will have the opportunity to cast their vote for or against any such proposed sale. To that end, the Company and its counsel have undertaken extensive efforts to assist potential beneficiaries of registered shareholders to complete re-registrations of share positions into the names of such duly authorized beneficiaries so that a meeting can be promptly called once a sale agreement is reached.

Upon receipt of notice of the application seeking to appoint a receiver of Caravan, the Company took various steps to review whether a Court-appointed receiver would be in the best interests of the Company (and by extension, its shareholders). These included various communications with the proposed receiver, an assessment of the estimated costs and proposed tasks (both with and without appointment of a receiver) and an examination of potential duplication that would occur, including time delays and lags that would be expected to result from such duplication. Based upon that review and having regard to the Company's progress and the Board's plans and continuing efforts relating to the sale of Caravan's property, the Company has concluded that it would not be in the best interests of the Company to replace the Board with a Court-appointed receiver. Such a receiver would essentially undertake the same tasks that the Company's Court-appointed Board either has already undertaken or is in the process of undertaking. Contrary to statements made at the recent information session, those tasks will be duplicative, time consuming and costly. Further, if a receiver is appointed, the shareholders of Caravan will not have an opportunity to vote on the sale of its property.

Despite Mr. Styles unilateral actions and substantially misleading and factually inaccurate information session, the Board continues to remain committed to the proper operation of the Company and the fulfillment of the Court's directives contained in the Consent Order and continues to work towards maximization of shareholder value, with the goal of selling its property, winding up and distributing funds to shareholders.

Forward Looking Statements

Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Calum Stewart
Chairman and Director
ac.stewart@hotmail.com

Legal Inquiries can also be directed to Caravan's independent counsel, Tingle Merrett LLP, attention: Brett Code K.C. (ph: (403)571-8014) (re litigation matters); or Paul Bolger (ph: (403)571-8006) (re corporate matters).

SOURCE: Caravan Trailer Lodges of Alberta Ltd.

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