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July 2019


Must Capital Announces Results of Annual and Special Meeting of Shareholders


Toronto, Ontario–(Newsfile Corp. – July 19, 2019) – Must Capital Inc. (TSXV: MUST.H) (the “Company“) is pleased to announce the results of its annual and special meeting of shareholders that was held on July 19, 2019 (the “Shareholders Meeting“). The following items of business were approved by shareholders at the Shareholders Meeting: (a) the election of each of Michele (Mike) Marrandino, Vikas Ranjan, Bradley Scharfe, and Keith Kerr to the Company’s board of directors, to hold office until the Company’s next annual meeting of shareholders (b) the appointment of Davidson & Company LLP as the Company’s auditors, to hold office until the Company’s next annual meeting of shareholders.

Disinterested shareholders also approved the settlement of $483,425.63 of indebtedness (the “Debt Settlement“) owed to companies controlled by certain officers and directors of the Company in exchange for an aggregate of 6,138,738 common shares of the Company at a deemed price of $0.07875 per common share.

All securities issued in connection with the Debt Settlement are subject to a hold period of four months plus a day in accordance with Canadian securities laws.

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 TSX Venture Exchange (“TSXV“). The Company is relying on the exemption from the formal valuation requirement of MI 61-101 contained in Section 5.5(g) 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.

The Debt Settlement remains subject to the final approval of the TSXV.

For further information contact:

Must Capital Inc.
Michele (Mike) Marrandino
President and Chief Executive Officer
Telephone #: (604) 722-5225

Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to the Company, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Company receiving final approval of the transactions from the TSXV. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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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