Match Capital Resources Corporation Enters into Letter of Intent to Acquire Shaw Lens Inc. and Shaw Vision Inc.

Toronto, Ontario--(Newsfile Corp. - October 17, 2016) - Match Capital Resources Corporation (TSXV: MHC.H) ("Match"), is pleased to announce that it has entered into a letter of intent dated October 16, 2016 (the "LOI"), with Shaw Lens Inc. ("Shaw Lens") and Shaw Vision Inc. ("Shaw Vision"), private, affiliated binocular vision technology companies (Shaw Lens and Shaw Vision are hereinafter collectively referred to as "Shaw"), to acquire all the issued and outstanding securities of Shaw (the "Transaction").

The Transaction is subject to TSX Venture Exchange ("TSXV") approval and applicable shareholder and regulatory approvals as set forth in more detail below. It is intended that the Transaction will be completed by way of an amalgamation of Shaw, Match and a wholly-owned subsidiary of Match ("Match Subco") to form a new company ("Amalco"), provided however that, by mutual agreement, the parties may revise the structure to comply with all necessary legal and regulatory requirements, to minimize or eliminate any adverse tax consequences or to increase cost effectiveness. The Transaction is intended to result in a reverse take-over of Match by Shaw's shareholders.

Terms of the Agreement

Subject to the satisfaction of the conditions to closing, on or prior to the closing of the Transaction (the "Closing Date"), Match Subco will amalgamate with Shaw to form Amalco and Match will issue post-consolidated common shares of Match to the shareholders of Shaw, in consideration for the transfer of their Shaw common shares to Match, on the basis that each common share held by shareholders of each of Shaw Lens and Shaw Vision will be exchanged for 5 post-consolidation common shares of Match resulting in Amalco becoming a wholly-owned subsidiary of Match.

Upon the closing of the Transaction, Match will be renamed Shaw Vision Technologies Corporation or such other name as the parties agree to.

Match and Shaw have agreed to use all commercially reasonable efforts to close the Transaction prior to April 30, 2017. The LOI will terminate in the event the parties fail to enter into a definitive amalgamation agreement on or prior to December 31, 2016, unless a later date is otherwise mutually agreed to by the parties.

Capitalization

As of the date hereof, Match has 8,615,445 common shares issued and outstanding and $241,680 of accrued liabilities, which includes approximately $180,000 of shareholder loans outstanding. Under the terms of the LOI, Match will consolidate all of its issued and outstanding securities on a one (1) for five (5) basis (or such other ratio as may be required by TSXV policies) and convert its outstanding debt into equity at a post-consolidation share price of $0.05 per Match common share, subject to receipt of required regulatory and shareholder approval. Prior to the closing of the Transaction, subsequent to the consolidation and debt conversion, Match will have no more than 6,083,329 post-consolidation shares outstanding on a fully diluted basis, excluding shares and warrants issued in connection with the Financing (as defined below).

Prior to the closing of the Transaction, Shaw will have no more than 13,149,787 shares outstanding on a fully diluted basis, excluding shares and warrants issued in connection with the Financing (as defined below).

Assuming $1,200,000 to $2,000,000 is raised pursuant to the Financing described below, on a post-Transaction basis Match will have 92,195,689 to 112,345,649 common shares issued and outstanding on an undiluted basis and 104,195,689 to 132,345,649 on a fully-diluted basis. The existing shareholders of Shaw will hold approximately 49.7% to 59.1% of the issued and outstanding fully diluted consolidated common shares of the resulting issuer, Match shareholders will own approximately 5.0% to 6.3% of the issued and outstanding fully diluted consolidated common shares of the resulting issuer and the investors in the Financing will own approximately 33.5% to 45.3% of the issued and outstanding fully diluted consolidated common shares of the resulting issuer.

Conditions of Closing

The closing of the Transaction is subject to several conditions including, among other things: (i) receipt of all regulatory approvals, including that of the TSXV; (ii) requisite corporate approval of the various transactions contemplated by the Transaction from the directors and shareholders of Match and Shaw, as applicable; (iii) closing of the Financing, as described below; and (iv) approval by the security holders of Match of the proposed name change, the consolidation of its outstanding shares and options on a one (1) for five (5) basis on or before the Closing Date and the shares for debt settlement terms and the share issuances to the shareholders of Shaw, specifically the deemed price at which such debt will be settled and shares will be issued being $0.05 per share on a post consolidation basis, with the approval of such item to be provided by disinterested shareholders.

Financing

Prior to the closing of the Transaction, Shaw is required to have completed a non-brokered private placement to raise gross proceeds of between $1,200,000 (the "Minimum") to $2,000,000 (the "Maximum") at a price of $0.25 per security (the "Financing"). The Financing will consist of a private placement of Units of Shaw (a "Unit"), each Unit consisting of one common share of Shaw (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant a "Warrant"), each Warrant entitling the holder to purchase one Common Share at a price of $0.50 per share for a period of 24 months from the date of the completion of the Transaction. The proceeds of the Financing will be used to fund Transaction costs, debt repayment, market development and for general working capital purposes.

The effective price to investors in the Financing, post-Transaction, based on the Terms of the Agreement above, is $0.05 per Unit, each Unit consisting of one common share of the resulting issuer (a "New Shaw Common Share") and one -half of one New Shaw Common Share purchase warrant (each whole New Shaw Common Share purchase warrant a "New Shaw Warrant") each New Shaw Warrant entitling the holder to purchase one New Shaw Common Share at a price of $0.10 per New Shaw Common Share for a period of 24 months from the date of the completion of the Transaction.

All Warrants issued under the Offering, including those issued as finder's fees, will be subject to an acceleration clause which will provide the resulting issuer with the ability to accelerate the expiry date of the New Shaw Warrants if the closing price of the resulting issuer's common shares on the TSXV, or such other market on which the common shares then trade, exceeds $0.20 per share over a period of 10 consecutive trading days. In order to exercise such right the resulting issuer must provide notice to the holders of such Warrants advising them of the acceleration and notifying them of the accelerated expiry date, which date shall not be less than 30 calendar days after the date of the notice.

A cash commission of 8% of the gross proceeds of the Financing and finders' options equal to 8% of the aggregate number of Special Warrants issued pursuant to the Financing may be issued to certain finders in connection with the Financing. Each finders' option will entitle the holder to purchase one Unit of the Resulting Issuer at the offering price exercisable for a period of 24 months from the date of the listing of the common shares of the Resulting Issuer on a recognized stock exchange.

Business of Shaw

Shaw is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated federally in Canada in 2012.

The major shareholder of Shaw is Dr. Peter Shaw of Toronto, Ontario, who holds 34% directly and indirectly.

Shaw is a binocular vision technology company. Shaw has developed a patented, award winning, binocular vision technology (the "Technology") that was invented by Dr. Peter Shaw to solve patients poor experience with prescription eyeglasses. The Technology is a software platform that is sold to lens grinding facilities (optical labs) on a pay-per-use basis and is used to enhance the grinding of eyeglass lenses. Before the lens grinding process begins, the Technology performs 20,000 calculations on individual patient prescriptions in under 20 seconds, to optimize the grinding of each eyeglass lens. The Technology won the prestigious American Optometric Foundation/Essilor Technology Award for Optometrica Project in 2010.

The Technology improves the visual experience for all eyeglass wearers but has its greatest impact helping people who suffer from aniseikonia and lazy eye. Aniseikonia is an ocular condition where there is a significant difference in the perceived size of images between the two eyes of a person, usually as a result of anisometropia (having significantly different refractive errors between each eye) or antimetropia. Current eyeglass solutions do not effectively compensate for any refractive difference between each eye and the wearer can suffer from a variety of symptoms including diplopia (double vision), suppression, disorientation, eyestrain, headache, dizziness and balance disorders.

The 20,000 calculations performed by Shaw's Technology determine the proper grind for each eyeglass lens to compensate for the refractive difference in the patient's eyes, helping the eyes work together and enabling the eyes to provide the visual cortex with the same sized image regardless of where they are looking through the eyeglass lens. This eliminates the symptoms of aniseikonia while expanding the patients field of vision. The Technology is also a simple treatment for lazy eye.

Shaw's Technology address an extremely large market. Of the over 4.3 billion people in the world who wear eyeglasses, 20% to 30% suffer from aniseikonia, a condition that worsens with age, and 3% suffer from lazy eye.

Shaw's Technology is currently installed at four optical labs located in Canada, Australia, the United Kingdom and the United States and has been used to enhance approximately 15,000 eyeglasses in over 20 countries on four continents.

The resulting issuer will use the net proceeds of the Financing remaining after the closing of the Transaction to fund its operating expenses, financing to increase its distribution and awareness of the Technology; expanding the implementation of Shaw's Technology to the over 3,000 independent optical labs around the world and to the thousands of opticians served by those labs. Shaw also intends to develop additional technology to facilitate the use the Technology.

The Resulting Issuer

On the closing of the Transaction the resulting issuer, anticipates being classified as a "Tier 2" issuer that will meet the TSXV's initial listing requirements for an emerging technology company.

Match and Shaw have agreed that upon the closing date, the board of directors of the resulting issuer shall consist of 5 directors to be appointed by Shaw. Such appointments are subject to the approval of the TSXV. The names and backgrounds of each of these persons will be published in a later press release.

Management of the Resulting Issuer After the Qualifying Transaction

It is expected that management of the Resulting Issuer will be as follows:

Dr. Peter Shaw, Founder, Chief Executive Officer & Chief Technology Officer
Dr. Shaw is a Doctor of Optometry (University of Waterloo, 1978) and operated a full time clinical practice from 1978 to 2011. Dr. Shaw is also a part-time Adjunct Associate Professor (Research) at the University of Waterloo, was the Chief of Low Vision at the Vision Institute of Canada (1978-1983) and was also a part-time Clinical Instructor at the University of Waterloo (1978-1983).

Douglas Harris, President & Chief Financial Officer
Mr. Harris is a Chartered Accountant and a Chartered Business Valuator with over20 years of experience in the financial services sector, including accounting, operations, corporate finance, equity research, private equity and mergers and acquisitions. Mr. Harris has a BSc. In Physical Geography from the University of Guelph (1988) and a MBA (Accg) from the University of Toronto — Rotman School of Management (1990).

Bill Stiles, Vice President, Sales
Mr. Stiles is an optical sales executive with over 30 years of sales experience in the vision care business. Mr. Stiles graduated from the University of Western Ontario in 1976 with a BA in economics.

Sponsorship and Valuation

A Sponsorship and Valuation of the Transaction may be required by the TSXV in connection with the Transaction unless exemptions from the sponsorship and valuation requirements are available. Match intends to apply for an exemption from the sponsorship and valuation requirements. There is no assurance that Match will be able to obtain such an exemption.

Trading Halt

Match's common shares are currently halted and Match anticipates they will remain halted until the documentation required by the TSXV for the proposed Transaction can be provided to the TSXV.

MATCH CAPITAL RESOURCES CORPORATION
Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSXV acceptance. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

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