Snap Inc. Responds to “Mini-Tender” Offer by TRC Capital Investment Corporation

Snap Inc. (NYSE: SNAP) announced today that it received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation, or TRC Capital, to purchase up to 2,000,000 shares of Snap Class A common stock at a price of $50.25 per share in cash. TRC Capital’s offer price is 4.43% below than the $52.58 closing price per share of Snap’s Class A common stock on October 29, 2021, the last trading day before TRC Capital commenced its mini-tender offer. If all shares are acquired, TRC Capital’s ownership would represent approximately 0.15% of Snap’s outstanding Class A common stock.

Snap is not affiliated with TRC Capital and does not endorse the offer documentation or the unsolicited mini-tender offer. Snap expresses no opinion and is neutral on TRC Capital’s offer and strongly encourages stockholders to obtain current market quotations for Snap’s Class A common stock, consult with their brokers or financial advisors, and exercise caution with respect to TRC Capital’s offer.

Stockholders should be aware that TRC Capital has included in the terms of its offer a condition that the closing price of Snap’s Class A common stock must not decrease. As a result, unless TRC Capital decides to waive this condition, Snap stockholders who tender their shares in the offer would receive a below-market price for Snap’s shares through the tender offer. The offer is also subject to numerous conditions, including TRC Capital’s ability to obtain sufficient financing to consummate the offer.

Mini-tender offers seek to acquire less than five percent of a company's outstanding shares. Consequently, these mini-tender offers can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission, or SEC, rules that apply to offers for more than five percent of a company’s outstanding shares.

The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers “have been increasingly used to catch investors off guard,” and that investors “may end up selling their securities at below-market prices.” Please see the SEC's guidance to investors on mini-tender offers, which is available at: https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

Snap requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for shares of Snap's Class A common stock.

About Snap Inc.

Snap Inc. is a camera company. We believe that reinventing the camera represents our greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together. For more information, visit snap.com.

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