Toronto, Ontario--(Newsfile Corp. - February 9, 2017) - Gunpowder Capital Corp. (CSE: GPC) (CSE: GPC.PR.A) (FSE: YS6N)
("Gunpowder"), (the "Corporation") announced today that it has closed the fifth and final tranche of its previously announced (Nov
16th, 2016) non-brokered private placement raise. In total, Three Hundred and Nine Thousand, Two Hundred Dollars
("$309,200.00") CDN was raised via the sale of Thirty Thousand, Nine Hundred and Twenty ("30,920") "Class - A" Preferred Shares. No
commission or finder's fee is payable with respect to the closing of this tranche of the placement.
In total, and combined with the closing of this fifth tranche and the first four tranches of the offering, the Corporation has
raised One Million, Six Hundred and Thirty-Eight Thousand, Eight Hundred and Forty Dollars ("$1,638,840.00") CDN via the issuance
of One Hundred and Sixty-Three Thousand, Eight Hundred and Eighty-Four ("163,884") "Class - A" Preferred Shares at Ten Dollars
($10.00) CDN per "Class-A" share.
The "Class - A" preferred shares will pay up to an 8% annual dividend to the holders of the preferred shares. Furthermore,
holders of the Preferred Shares will also see a 25% of after tax realized gains on any capital dispositions. No special voting
rights will be granted to the holders of the Preferred Shares. This placement is now closed. All securities issued are subject to a
four-month and one day statutory hold period.
Gunpowder would like to clarify the revised agreement between Cardiff Energy Corp. ("Cardiff") and Gunpowder (see press release
dated Jan 6th, 2017). Gunpowder would like to clarify its previous ownership statement and revise it to state the
following: "Should Gunpowder convert, in full, all of the outstanding debt Gunpowder is currently owed by Cardiff into equity into
Cardiff, and should Gunpowder receive its common shares first before any further issuance, Gunpowder would own a 12.4% stake in the
restructured Cardiff Energy Corp., vs. a 14.3% stake as indicated in the Jan 6th, 2017 press release." It should be noted that at
the time of dissemination of this press release, that Gunpowder currently has not converted any of its debt into equity, and that
its current ownership in Cardiff still remains as Nil / 0%. Gunpowder's general security agreement also still remains in place on
the assets of Cardiff. This press release is issued pursuant to National Instrument 62-103 The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the
jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the
Early Warning Report filed by Gunpowder will appear with Cardiff's documents on the SEDAR website at www.sedar.com. A copy of the Early Warning Report filed by Gunpowder may also be obtained by contacting
via e-mail Mr. Frank Kordy, Interim CEO and Director of Gunpowder.
For further information please contact:
Mr. Frank Kordy
Interim CEO & Director
Gunpowder Capital Corp.
T: (647) 466-4037
E: frank.kordy@gunpowdercapitalcorp.com
Mr. Paul Haber
CFO
Gunpowder Capital Corp.
T: (416) 363-3833
E: paul.haber@gunpowdercapitalcorp.com
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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