Gunpowder Capital Corp., Announces a $1,500,000.00 CDN Non-Brokered Private Placement of Units

Toronto, Ontario--(Newsfile Corp. - March 4, 2019) - Gunpowder Capital Corp., (CSE: GPC), (CSE: GPC.PR.A), (OTCQB: GNPWF), (FSE: YS6N), ("Gunpowder" or the "Corporation") announced today that it is conducting a non-brokered private placement financing of up to One Million, Five Hundred Thousand Dollars ("$1,500,000.00") CDN via the issuance of up to Thirty Million ("30,000,000") Units at price of Five Cents ("$0.05") CDN per Unit. Each Unit will consist of one Common Share (a "Share") in the capital of the Corporation and one Common Share Purchase Warrant ("Warrant"), with each Warrant entitling the holder thereof to purchase one Common Share of the Corporation at an exercise price of Seven and a Half Cents ("$0.075") CDN per Common Share for a period of 24 months from the closing of the financing, subject to accelerated expiry in the event the closing price of the Corporation's Common Shares close at or greater than Ten Cents ("$0.10") CDN for ten consecutive trading days.

All Common Shares issued in connection with this placement will be subject to a four month plus one day hold period under applicable Canadian securities laws. In connection with the offering, a finder's fee may be paid consisting of a cash commission equaling up to 8%. All proceeds from the financing will be used for acquisitions and general working capital purposes.

The Corporation is pleased to announced that it has closed the first tranche of this non-brokered private placement raise. In total Four Hundred and Forty-Five Thousand Dollars ("$445,000,00") CDN was raised in this tranche, via the sale of Eight Million, Nine Thousand ("8,900,000") Units. In connection with the closing of this tranche of the private placement offering, the Corporation paid finder's fee totaling Thirty-Five Thousand, Six Hundred Dollars ("$35,600.00") CDN in connection with certain subscriptions for the Corporation's Units.

Upon the completion of the issuance of the 8,900,000 Common Shares contained in the Units issued in this first tranche, the Corporation will have 92,911,750 Common Shares issued and outstanding.

About Gunpowder Capital Corp.

Gunpowder Capital Corp., is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit www.gunpowdercapitalcorp.com.

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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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