Must Capital Closes Private Placement and Shares for Debt Transaction

Toronto, Ontario--(Newsfile Corp. - May 2, 2019) - Must Capital Inc. (TSXV: MUST.H) (the "Company") announces the closing of the non-brokered private placement (the "Private Placement") previously outlined in the news release dated March 7, 2019 and updated in the news release dated April 18, 2019. A total of 3,165,000 units (each, a "Unit") were issued at a price of $0.06 per Unit for aggregate gross proceeds of $189,900. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one Share for a period of one year from the date of issuance at an exercise price of $0.08 per Share. The Company intends to use the proceeds from the Private Placement to repay indebtedness and for general working capital purposes.

The Company also announces the closing of the shares for debt transaction (the "Debt Settlement") previously outlined in the news release dated April 9, 2019. The Company has settled an aggregate amount of $409,055 in indebtedness with certain creditors of the Company in exchange for an aggregate of 6,060,081 Shares and 2,506,807 common share purchase warrants (each, a "Creditor Warrant"). Each Creditor Warrant entitles 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. The Company decided to proceed with the Debt Settlement to preserve cash and improve the Company's balance sheet and the transaction was reviewed and approved by the Company's independent director.

All securities issued under the Private Placement and in connection with the Debt Settlement, including securities issuable on exercise of the Warrants and Creditor Warrants, are subject to a hold period of four months plus a day in accordance with Canadian securities laws.

As part of the Debt Settlement, Jason Meretsky ("Meretsky") agreed to settle $103,463.98 of indebtedness in exchange for 1,532,800 Common Shares and 1,532,800 Creditor Warrants, representing 11.52% of the Company's issued and outstanding Shares on an undiluted basis. The TSX Venture Exchange (the "TSXV") imposes due diligence requirements on persons becoming an insider and acquiring 10% or more of an issuer's shares. As a result, Meretsky has been issued 1,316,805 Shares and 1,532,800 Creditor Warrants which represents 9.9% of the Company's issued and outstanding Shares on an undiluted basis. Subject to TSXV approval, Meretsky would acquire an additional 215,995 Shares and become an insider of the Company.

As certain insiders participated 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 is relying 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.

Both the Private Placement and Debt Settlement remain subject to final approval of the TSXV.

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.

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