Toronto, Ontario--(Newsfile Corp. - March 7, 2019) - Must Capital Inc. (TSXV: MUST.H) (the "Company") is pleased to
announce that it intends to raise gross proceeds of up to $1,000,000 through a non-brokered private placement of up to 16,666,667
units (the "Units") of the Company at a price of $0.06 per Unit. Each Unit will consist of one common share and one common
share purchase warrant (the "Warrants"). Each Warrant will entitle the holder to purchase one common share for a period of
one year from the date of issuance at an exercise price of $0.08 per Warrant. The Company intends to use the proceeds from the
financing to repay indebtedness and for general working capital purposes.
All securities issued under the private placement, including securities issuable on exercise of the Warrants, will be subject to
a hold period of four months plus a day in accordance with Canadian securities laws.
It is anticipated that certain subscribers to the private placement will include existing directors and officers of the Company
as well as existing unrelated shareholders. The Company does not anticipate that new shareholders will acquire greater than 50% of
the outstanding voting securities of the private placement. Accordingly, the private placement may be considered a "related party
transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
("MI 61-101") and the policies of the NEX trading board of the TSX Venture Exchange (the "TSXV"). The Company intends
to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in
Section 5.5(c) and Section 5.7(1)(b) of MI 61-101, respectively, on the basis that the private placement is a distribution of
securities for cash and the fair market value of the securities does not exceed $2,500,000.
The private placement is subject to receipt of all necessary approvals, including board approval and the 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.
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
approval of the transactions from the NEX trading board of the TSX Venture Exchange. 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.
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