Mainstream Announces Debt Settlement

Toronto, Ontario--(Newsfile Corp. - August 14, 2020) -  Mainstream Minerals Corporation (the "Company") announces that it has agreed to settle an aggregate of $400,000 of indebtedness owed to certain arm's length and non-arm's length creditors through the issuance of an aggregate of 8,000,000 common shares ("Common Shares") of the Company at a price of $0.05 per Common Share (the "Debt Settlement"). All Common Shares issued in connection with the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

Pursuant to the Debt Settlement, J. Libenson Management Corp. acquired 1,800,000 Common Shares of the Company. Prior to the completion of the Debt Settlement, J. Libenson Management Corp. did not own any Common Shares of the Company. Upon completion of the Debt Settlement, J. Libenson Management Corp. will own 1,800,000 Common Shares of the Company, representing approximately 17.40% of the Company's issued and outstanding Common Shares on a non-diluted basis. Depending on market and other conditions, or as future circumstances may dictate, J. Libenson Management Corp. may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.

Pursuant to the Debt Settlement, Generic Capital Corp. acquired 1,800,000 Common Shares of the Company. Prior to the completion of the Debt Settlement, Generic Capital Corp. owned 225,000 Common Shares of the Company. Upon completion of the Debt Settlement, Generic Capital Corp. will own 2,025,000 Common Shares of the Company, representing approximately 19.58% of the Company's issued and outstanding Common Shares on a non-diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Generic Capital Corp. may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.

Pursuant to the Debt Settlement, Cejay Kim acquired 1,800,000 Common Shares of the Company. Prior to the completion of the Debt Settlement, Mr. Kim did not own any Common Shares of the Company. Upon completion of the Debt Settlement, Mr. Kim will own 1,800,000 Common Shares of the Company, representing approximately 17.40% of the Company's issued and outstanding Common Shares on a non-diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Kim may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.

Pursuant to the Debt Settlement, Bruno Management Services Corporation acquired 1,800,000 Common Shares of the Company. Prior to the completion of the Debt Settlement, Bruno Management Services Corporation did not own any Common Shares of the Company. Upon completion of the Debt Settlement, Bruno Management Services Corporation will own 1,800,000 Common Shares of the Company, representing approximately 17.40% of the Company's issued and outstanding Common Shares on a non-diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Bruno Management Services Corporation may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.

The Debt Settlement constituted a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as an insider of the Company acquired 400,000 Common Shares. The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b), 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and the Company is in financial hardship. A material change report will be filed less than 21 days before the closing date of the debt settlement. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities.

For further information, please contact:

Jessica Whitton
President & Chief Executive Officer
Tel: (416) 361-1331
Email: jwhitton@irwinlowy.com

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61776

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