Early Warning Report Issued Pursuant to National Instrument 62103 Acquisition of Shares of Must Capital Inc.

May 02, 2019 6:22 PM EDT | Source: Jason Meretsky

Toronto, Ontario--(Newsfile Corp. - May 2, 2019) - This press release is being disseminated as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of Must Capital Inc. (TSXV: :MUST.H) (the "Company") by each of Jason Meretsky ("Meretsky") of 121 King Street West, Suite 2150, Toronto, Ontario, M5H 3T9 and Brian Cale Thomas ("Thomas") of 2261 E11 Ave., Vancouver, British Columbia, V5N 1Z7. The address of the Company's registered office is 121 King Street West, Suite 2150, Toronto, Ontario, M5H 3T9.

Meretsky entered into a debt conversion agreement with the Company under which Meretsky agreed to settle $103,463.98 of indebtedness in exchange for 1,532,800 common shares in the capital of the Company and 1,532,800 common share purchase warrants. Following the transaction, Meretsky and his affiliates beneficially own 1,532,800 common shares in the capital of the Company and 1,532,800 common share purchase warrants, representing approximately 16.16% of the issued and outstanding voting securities of the Company on a fully‐diluted basis.

Thomas entered into a debt conversion agreement with the Company under which Thomas agreed to settle $65,745.50 of indebtedness in exchange for 974,007 common shares in the capital of the Company and 974,007 common share purchase warrants. Following the transaction, Thomas and his affiliates beneficially own 974,007 common shares in the capital of the Company and 974,007 common share purchase warrants, representing approximately 10.27% of the issued and outstanding voting securities of the Company on a fully‐diluted basis.

The warrant certificates issued to each of Meretsky and Thomas contain a restriction on their ability to exercise any warrants that would result in him holding, directly or indirectly, greater than 9.9% of the issued and outstanding common shares until such time as he has filed all necessary documents and completed any other steps required by the TSX Venture Exchange.

Meretsky and Thomas should not be considered joint actors.

The securities were acquired for investment purposes and each of Meretsky and Thomas may increase or decrease their beneficial ownership or control depending on market or other conditions.

This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 4.2 of National Instrument 62-104.

A copy of the Early Warning Report will be filed on www.SEDAR.com.

NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44515

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