Rand Capital Announces Final Certified Results for Special Meeting with Shareholders Approving All Proposals

Rand
Capital Corporation (Nasdaq:RAND) (“Rand” or “Rand Capital” or the
“Company”), a business development company, announced today that the
independent inspector of elections for Rand’s special meeting of
shareholders has issued the final certified voting results for the
special meeting confirming that shareholders have approved all proposals
related to the transformational transactions with East Asset Management,
LLC (“East”).

Erland “Erkie” Kailbourne, Chairman of the Board, commented, “On behalf
of the Rand Board of Directors, I would like to thank our shareholders
for their support of this transaction. We believe the strategic
investment by East Asset Management into Rand is both a testament to the
success of our organization and a transforming opportunity for future
growth.”

Under the terms of the stock purchase transaction, which was announced
on January 25, 2019, East will purchase approximately 8.3 million shares
of common stock, at a price of $3.00 per share, for total consideration
payable to the Company of $25.0 million. The consideration will consist
of a combination of cash and the contribution of income-producing
portfolio assets. As a result of the stock purchase, East will hold
approximately 57% of the outstanding shares of the Company. In addition,
Rand will externalize the management of its assets.

Allen F. “Pete” Grum, President and CEO, noted, “We are pleased that
shareholders confirmed their support for management to advance this
transformational transaction and provide a path for enhanced shareholder
returns. We look forward to a strong future with East Asset Management.”

Rand expects the transaction to close in the second half of 2019,
subject to receipt of required regulatory approvals.

About Rand Capital

Rand Capital (Nasdaq:RAND) is a Business Development Company (BDC) with
a wholly-owned subsidiary licensed by the U.S. Small Business
Administration (SBA) as a Small Business Investment Company (SBIC). Rand
currently focuses its equity investments in early or expansion stage
companies and generally lends to more mature companies. The Company
seeks investment opportunities in businesses with strong leaders who are
bringing to market new or unique products, technologies or services that
have a high potential for growth. Additional information can be found at
the Company’s website where it regularly posts information: http://www.randcapital.com/.

About East Asset Management

East Asset Management (EAM), formed in 2010, is dedicated to investing
in private & public market securities and has formed multiple investment
vehicles that provide capital to a variety of industries including
energy, media, real estate, hospitality, sports and entertainment. EAM
has developed a unique and proprietary network for sourcing investment
opportunities, including opportunities in the private credit/current
yield space, leveraging both its in-house and affiliated investment
talent and capabilities. EAM is an entity owned by Terry and Kim Pegula,
owners of Pegula Sports & Entertainment: the management company
streamlining key business areas across all Pegula family-owned sports
and entertainment properties including the Buffalo Bills, Buffalo
Sabres, Buffalo Bandits, Rochester Americans, Harborcenter, Black River
Entertainment, ADPRO Sports, PicSix Creative agency and numerous
hospitality properties.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than historical facts, including but not limited to
statements regarding the expected timing of the closing of the proposed
transactions; the ability of the parties to complete the proposed
transactions considering the various closing conditions, including
approval from the U.S. Small Business Administration (“SBA”); the
intention of Rand Capital and Rand Capital SBIC, Inc. (“Rand SBIC”) to
elect to be taxed as a regulated investment companies for U.S. federal
tax purposes; the intention to declare and pay a special cash and stock
dividend after the closing of the proposed transactions; the intention
to pay a regular cash dividend after the completion of the proposed
transactions; the expected benefits of the proposed transactions such as
a lower expense-to-asset ratio for Rand Capital, increased net
investment income, availability of additional resources, expanded access
to and sourcing platform for new investments and streamlining of
operations under the external management structure; the business
strategy of originating additional income producing investments; the
competitive ability and position of Rand Capital following completion of
the proposed transactions; and any assumptions underlying any of the
foregoing, are forward-looking statements. Forward-looking statements
concern future circumstances and results and other statements that are
not historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,”
“anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“could,” “project,” “predict,” “continue,” “target” or other similar
words or expressions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove to be incorrect,
actual results may vary materially from those indicated or anticipated
by such forward-looking statements. The inclusion of such statements
should not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause actual
results to differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions to the
stock purchase may not be satisfied or waived, on a timely basis or
otherwise, including that the SBA may not approve the proposed
transactions; (2) the risk that the proposed transactions may not be
completed in the time frame expected by parties, or at all; (3) the risk
that Rand Capital and/or Rand SBIC may be unable to fulfill the
conditions required in order to elect to be treated as a regulated
investment company for U.S. tax purposes; (4) uncertainty of the
expected financial performance of Rand Capital following completion of
the proposed transactions; (5) failure to realize the anticipated
benefits of the proposed transactions, including as a result of delay in
completing the proposed transactions; (6) the risk that the board of
directors of Rand Capital is unable or unwilling to declare and pay the
special cash and stock dividend or pay quarterly dividends on a going
forward basis; (7) the occurrence of any event that could give rise to
termination of the stock purchase agreement; (8) the risk that
shareholder litigation in connection with the proposed transactions may
affect the timing or occurrence of the contemplated transactions or
result in significant costs of defense, indemnification and liability;
(9) evolving legal, regulatory and tax regimes; (10) changes in general
economic and/or industry specific conditions; and (11) other risk
factors as detailed from time to time in Rand Capital’s reports filed
with the Securities and Exchange Commission (“SEC”), including Rand
Capital’s annual report on Form 10-K for the year ended December 31,
2018, later filed quarterly reports on Form 10-Q, the definitive proxy
statement for the proposed transactions and other documents filed with
the SEC. Consequently, such forward-looking statements should be
regarded as Rand Capital’s current plans, estimates and beliefs. Except
as required by applicable law, Rand Capital assumes no obligation to
update the forward-looking information contained in this release.

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