Gunpowder Capital Corp., Closes First Tranche of Its Non-Brokered Private Placement Raise, Purchases Investment Portfolio

Toronto, Ontario--(Newsfile Corp. - May 8, 2017) - Gunpowder Capital Corp., (CSE: GPC) (CSE: GPC.PR.A) (FSE: YS6N) ("Gunpowder" or the "Corporation") announced today that it has closed the first tranche of its non-brokered private placement raise. In total One Hundred and Twelve Thousand, Six Hundred Dollars ("$112,600.00") CDN was raised by issuing Eleven Thousand, Two Hundred and Sixty ("11,260") of the Corporation's "Class — A" Preferred Shares at a price of $10.00 CDN per share. The "Class — A" Preferred Shares will pay up to an 8% annual dividend to the holders of the preferred shares. The shareholders of the "Class — A" Preferred Shares will also see a 25% of after tax realized gains on any capital dispositions. No special voting rights will be granted to the holders of the "Class — A" Preferred Shares. No commission or finder's fee is payable with respect to the closing of the placement.

The Corporation also announced today that it has purchased additional investment portfolio assets from YCF Capital Inc. ("YCF"), a Toronto based private investment firm. Please see our press release dated November 16th, 2016. The YCF loan portfolio consists of mortgages and commercial loans all of which are in "good standing". The additional loan portfolio assets that Gunpowder Capital Corp., is purchasing generates approximately 16% interest per annum, and has a face value of Ninety-Six Thousand Dollars ("$96,000.00") CDN. The Corporation has agreed to issue Nine Thousand, Six Hundred ("9,600") of its "Class — A" Preferred Shares at Ten Dollars ("$10.00") CDN per "Class — A" Preferred share, as consideration for the purchase.

With the completion of this purchase, in total and combined with the previous two purchases, the loan portfolio purchase now amounts to One Million and Twenty-Six Thousand Dollars ("$1,026,000.00") CDN. It is expected that the portfolio will generate for Gunpowder Capital Corp., approx. One Hundred and Fifty Thousand Dollars ("$150,000.00") CDN, in revenue in fiscal 2017.

The Corporation has also entered into debt settlement agreements which provides that the aggregate amount of the debt owing to key management of the Corporation totaling Fifty Thousand Dollars ("$50,000.00") CDN will be settled by the issuance of Five Hundred Thousand ("500,000") Common Shares of the Corporation at a deemed price of Ten Cents ("$0.10") per Common Share (the "Shares for Debt Transaction"). The amount of debt represents annual bonuses earned by key management. The Corporation would like to thank the management involved in the settlement for the confidence they have shown in the Corporation by settling their debt at a premium to the Corporation's Common Share stock price, based on market close on May 5^th, 2017. The Common Shares to be issued pursuant to the Shares for Debt Transaction will be subject to a four-month hold period.

For further information please contact:

Mr. Frank Kordy 
Interim CEO & Director 
Gunpowder Capital Corp. 
T: (647) 466-4037
E: frank.kordy@gunpowdercapitalcorp.com           

Mr. Paul Haber
CFO
Gunpowder Capital Corp.
T: (416) 363-3833
E: paul.haber@gunpowdercapitalcorp.com

Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although Management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such. Neither CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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