(Note: This is NOT an IPO. This is a NASDAQ uplisting from the OTCQB, where Mill City Ventures III, Ltd.’s stock trades under the symbol “MCVT”.)

**(Note: Mill City Ventures III, Ltd. priced its public offering – in connection with its NASDAQ uplisting from the OTCQB – on Aug. 8, 2022, in line with the terms in its recently revised prospectus: 1.25 million shares priced at $4.00 each to raise $5.0 million. The company expects its stock to start trading on the NASDAQ on Tuesday, Aug. 9, under the symbol “MCVT”. In connection with the Nasdaq listing, the company will implement a reverse split of its issued and outstanding shares of common stock at a ratio of 1 for 2.25. The reverse stock split will be effective as of the open of trading on Aug. 9, 2022, the company said in its pricing announcement.)

(Note: Mill City Ventures III, Ltd. revised the terms of its public offering – increasing the number of shares of common stock to 1.25 million shares from 666,667 shares and cutting the assumed public offering price to $4.00 from $7.50 – in an S-1/A filing dated Aug. 4, 2022. Under the new terms, the IPO’s estimated proceeds are the same as before: $5.0 million. On July 26, 2022, the last reported sale of its common stock on the OTCQB was $3.22.)

Since 2019, we (a non-bank lender) have engaged in the business of providing short-term specialty finance solutions primarily to private businesses, micro- and small-cap public companies and high-net-worth individuals. Our short-term lending arrangements have an average interest rate of 22.4 percent and typically come due in nine months.

These lending arrangements ordinarily involve us obtaining collateral as security for the borrower’s repayment of funds to us. In some circles, short-term high-interest collateralized lending is referred to as “hard-money lending.”

Our clients include real estate owners, business owners, home redevelopers, high net worth individuals, professional associations and insurance settlements. (Source: Free Writing Prospectus filed July 28, 2022.)

**Note: In the prospectus, Mill City Ventures III, Ltd. says: 

• In the S-1/A filing dated July 27, 2022 – Mill City Ventures III, Ltd. said that for the year ended Dec. 31, 2021:

• Investment income was $2.7 million for 2021, up from $1.3 million for 2020.
• Net investment gain was $1.3 million for 2021, up from $0.6 million for 2020.
• Executive management compensation was $556,432 for the year ended Dec. 31, 2021, and $301,494 for the year ended Dec. 31, 2020. The increase in the current period is primarily related to a one-time bonus payment made during the year 2021.

(Note: Mill City Ventures III, Ltd. revised the terms of its public offering – increasing the number of shares of common stock to 1.25 million shares from 666,667 shares and cutting the assumed public offering price to $4.00 from $7.50 – in an S-1/A filing dated Aug. 4, 2022. Under the new terms, the IPO’s estimated proceeds are the same as before: $5.0 million. On July 26, 2022, the last reported sale of its common stock on the OTCQB was $3.22.)