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July 2019


Must Capital Closes Shares for Debt Transaction


Toronto, Ontario–(Newsfile Corp. – July 30, 2019) – Must Capital Inc. (TSXV: MUST.H) (the “Company“) announces the closing of the shares for debt transaction (the “Debt Settlement“) previously outlined in the news releases dated June 18, 2019 and July 19, 2019. The Company has settled an aggregate amount of $483,425.63 in indebtedness with companies controlled by certain officers and directors of the Company in exchange for an aggregate of 6,138,738 common shares of the Company. 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 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) of MI 61-101 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 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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