XPOA DPCM Capital Inc

British Columbia Discovery Fund Inc., (formerly British Columbia Discovery Fund (VCC) Inc.) (the “Fund”), by The Bowra Group Inc. in its capacity as liquidator of the Fund (the “Liquidator”), provides the following update as to the liquidation proceedings of the Fund.

Pricing Net Asset Value per Class A Common Share is $1.92 as at May 31, 2022 compared to $2.23 as at February 28, 2022, a decrease of 14%. The principal reason for this change is the change in the value of the Fund’s investment in publicly traded Tantalus Systems Holdings Inc. due to a decrease in Tantalus System Holdings Inc.’s share price. The following is an update of the Fund’s portfolio companies and the Liquidator’s activities:

1. D-Wave Systems Inc. (“D-Wave”) – D-Wave is a quantum computing company based in Burnaby, B.C. D-Wave continues to advance the science used in its products, build its technology, and build its core business of quantum computing services.Since the last press release, the Liquidator has not identified any new material events that would impact the Fund’s investment in D-Wave.As previously announced, D-Wave entered into a definitive transaction agreement with DPCM Capital, Inc. (“DPCM”) (NYSE: XPOA) on February 8, 2022. The proposed transaction would result in a public listing of D-Wave upon completion of the transaction.The proposed transaction was anticipated to close in the second quarter of 2022. As of the date of this press release the proposed transaction has not closed. Since the last press release amendments to required disclosure concerning the proposed transaction have been filed by DPCM with the Securities and Exchange Commission, the latest amendment being June 23, 2022.The Liquidator has insufficient information to comment on the status or anticipated date of closing however notes that there are several risk factors associated with the proposed transaction including, but not limited to, general market conditions, volatility in the capital and debt markets, approval of respective shareholders, and expiry of the timeline for DPCM to complete an initial business combination within the required time period, all of which may delay or prevent closing.Further information on the amendments filed by DPCM, which include further detail on the risk factors associated with the proposed transaction, can be found at: https://www.dpcmcapital.com/sec-filingsFurther updates and information about D-Wave can be found at: www.dwavesys.com.The Liquidator is continuing to monitor the transaction between D-Wave and DPCM, the potential impact on the Fund’s Net Asset Value, and review any potential opportunities for liquidity events pursuant to its mandate.
2. Tantalus Systems Holdings Inc. – (“Tantalus”) – Tantalus is a technology company which develops and operates smart grid solutions for utilities based in Burnaby, B.C. Tantalus is currently publicly listed and trades on the Toronto Stock Exchange under symbol TSX:GRID.Since the last press release, the Liquidator has not identified any new material events that would impact the Fund’s investment in Tantalus however the Liquidator notes that the share price of Tantalus decreased in the period used to calculate the May 31, 2022 Net Asset Value per Class A Common Share.Due to the relative value of the Fund’s investment in Tantalus the decrease in the share price of Tantalus is the primary reason for the decrease in Net Asset Value per Class A Common Share from the last press release.Further updates and information about Tantalus can be found at: www.tantalus.com and SEDAR.The Liquidator is continuing to monitor Tantalus and assess its strategy for the realization of the Fund’s position in Tantalus.
3. Phemi Systems Corporation (“Phemi”) – Phemi is a technology company which provides data management, analysis, privacy, and security for healthcare based in Vancouver, B.C.Since the last press release, the Liquidator has not identified any new material events that would impact the Fund’s investment in Phemi.Further updates and information about Phemi can be found at: www.phemi.com.The Liquidator is continuing to monitor Phemi and review any potential opportunities for liquidity events pursuant to its mandate.
4. 3760073 Canada Corp. (formerly Navarik Corp.) (“Navarik”) – Navarik is a technology company providing software and data solutions for cargo and shipping of petroleum products based in Vancouver, B.C. Navarik sold all of its assets to Vela Software Group (“Vela”) in September 2020. The Fund’s current interest in Navarik is limited to future distributions Navarik may make to its shareholders pursuant to the transaction with Vela.Since the last press release, Navarik has paid a further distribution to the Fund of $0.07 per share of Navarik held by the Fund for a total of $80,459.75, pursuant to the sale of its assets to Vela.The Liquidator is continuing to monitor Navarik and the potential for any future distributions to the Fund pursuant to the terms of its sale to Vela.
5. MTI Limited Partnership (acquired as a result of the sale of Mobidia Technology Inc.) (“MTI LP”) – Mobidia was a Fund portfolio company that was sold to App Annie in 2015. The Fund’s current interest in MTI LP is limited to its respective interest in App Annie shares held by MTI LP exchanged in the sale of Mobidia transaction.Since the last press release, the Liquidator has not identified any new material events that would impact the Fund’s investment in MTI LP.The Liquidator is continuing to monitor MTI LP and App Annie and review any opportunities for liquidity events pursuant to its mandate.

The Fund will continue to realize on its investments in portfolio companies through participation in liquidity events when possible pursuant to its liquidation mandate and to address remaining outstanding matters relating to its liquidation, including tax matters.

At this time, the Fund is not aware of the anticipated date of any distribution, or the date of its dissolution.

The Liquidator released the Liquidator’s First Report on November 30, 2021 and a copy of the Report is available on the Liquidator’s website under Liquidator – Reports at: www.bowragroup.com.

Updates and materials related to the Fund’s liquidation proceedings can be found on the Liquidator’s website at: www.bowragroup.com. The Liquidator will continue to make available on its website additional information and updates on the status of the Fund’s liquidation proceedings and disseminate a news release on at least a quarterly basis.

Risk Factors and Forward-Looking Information

This news release may include statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. The issuer cautions that actual performance will be affected by a number of factors, many of which are beyond the control of the Liquidator.

Certain risks include, but are not limited to: the Fund cannot assure its shareholders of the timing or amount of any liquidation distributions. The timing of liquidation of the Fund’s portfolio assets depends on the timing of occurrence of liquidity events in the underlying portfolio companies and the amount of such distributions depends on the proceeds realized from such dispositions which in turn will depend on the many factors that impact the value of the portfolio companies. The Fund will continue to incur expenses that will reduce the value of any liquidation distributions; if the Fund fails to retain sufficient funds to pay the expenses and liabilities actually owed to the Fund’s creditors, each shareholder receiving liquidation distributions could be held liable for payment to the Fund’s creditors, of his, her or its pro rata share of any shortfall, up to the amount actually distributed to each shareholder; if, at the time of a distribution to shareholders, the Fund cannot pass statutory solvency tests, the distribution may be prohibited; there are no assurances that the Liquidator will achieve the same financial results that management might achieve if it had continued as the manager of the Fund; the tax treatment of liquidation distributions may vary from shareholder to shareholder, and shareholders should consult their own tax advisors; and the Class A Shares may, in certain circumstances, cease to be ‘‘qualified investments’’ for “registered plans” for the purposes of the Income Tax Act (Canada).

See “Risk Factors” in the information circular of the Fund dated May 22, 2020 and available on www.sedar.com.

Additional Information

Additional information relating to the Fund’s liquidation and associated matters is contained in the information circular of the Fund dated May 22, 2020, which is available on SEDAR at www.sedar.com.

The Bowra Group is a boutique financial advisory firm with offices in Vancouver, British Columbia and Edmonton, Alberta. The Bowra Group specializes in insolvency and restructuring, and services offered include business restructurings, business viability and performance improvement assessments and turnaround management. The Bowra Group is a Licensed Insolvency Trustee and acts formally as Trustee, Monitor, Receiver and Liquidator in engagements across a variety of industries.

Further information about The Bowra Group and updates to shareholders and information on the liquidation of the Fund can be found at www.bowragroup.com.

Gordon Brown The Bowra Group Inc. Suite 430 – 505 Burrard Street, Vancouver, B.C. V7M 2C1 Phone: 604-689-8939 Email: info@bowragroup.com