Must Capital Announces Shares for Debt Transaction

Toronto, Ontario--(Newsfile Corp. - April 9, 2019) -  Must Capital Inc. (NEX: MUST.H) (the "Company") announces that it intends to settle up to $760,000 of indebtedness (the "Debt Settlement") through the issuance of common shares of the Company (the "Shares") and common share purchase warrants (the "Warrants"). Each Warrant would entitle the holder to purchase one Share for a period of one year from the date of issuance at an exercise price of $0.09 per Share. Pursuant to the Debt Settlement, the Company would issue up to 11,209,948 Shares at a deemed price of $0.0675 per Share and 11,209,948 Warrants to certain creditors of the Company, including its directors and officers (the "Creditors"). The Company is choosing to settle the indebtedness through the issuance of Shares and Warrants to preserve cash and improve the Company's balance sheet.

The issuance of the Shares and Warrants to the Creditors is subject to board approval and the approval of the NEX trading board of the TSX Venture Exchange (the "TSXV"). All securities issued will be subject to a four month hold period which will expire on the date that is four months and one day from the date of issue.

As certain insiders intend to participate in the Debt Settlement, it may be considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the TSXV. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(g) and Section 5.7(e) of MI 61-101, respectively, on the basis that the Company is insolvent or in serious financial difficulty and the transaction is designed to improve the financial position of the Company.

In addition to the Debt Settlement, the Company intends on completing the private placement previously announced on March 7, 2019 and will provide a further update as available.

For further information contact: 

Must Capital Inc.
Michele (Mike) Marrandino
President and Chief Executive Officer
Telephone #: (604) 722-5225

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Company receiving approval of the transactions from the NEX trading board of the TSX Venture Exchange. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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