Must Capital Inc. — Board/Management Information 2021

Jan 4, 2021

MUST CAPITAL INC.

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

MUST Capital Inc. (the “ Corporation ”) 121 King Street West, Suite 2150 Toronto, Ontario M5H 3T9

Item 2 Date of Material Change

December 30, 2020

Item 3 News Release

The news release attached hereto as Schedule “A” was issued by the Corporation and disseminated via The Newswire on December 30, 2020.

Item 4 Summary of Material Change

Effective December 31, 2020, the Corporation appointed Michael Feola as a director of the Corporation, replacing Keith Kerr. The board of directors now consists of Michael Feola, Michele (Mike) Marrandino, Vikas Ranjan and Bradley Scharfe.

Item 5 Full Description of Material Change

The news release attached hereto as Schedule “A” provides a full description of the material change.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

• 2 -

Item 8 Executive Officer

The executive officer who is knowledgeable about this material change report is Michele (Mike) Marrandino, Chief Executive Officer of the Corporation, at (604) 7225225.

Item 9 Date of Report

DATED this 4[th] day of January, 2021.

SCHEDULE “A”

FOR IMMEDIATE RELEASE

MICHAEL FEOLA JOINS BOARD OF DIRECTORS OF MUST CAPITAL AS CHAIRMAN

Toronto, Ontario December 30, 2020 –Must Capital Inc. (NEX: MUST.H) (“Must” or the “Company”) today announced that Michael Feola has joined the board of directors and has been nominated as Chairman. Mr. Feola replaces Keith Kerr who has resigned to pursue other opportunities. The Company would like to thank Mr. Kerr for his contributions.

Mr. Feola is a serial entrepreneur, spanning several decades, his discipline in allocating capital and understanding capital structures has led him from a financially savvy operator to a financier with operations experience. Michael is the owner and CEO of Allexcor Global, a flexible packaging business and founder of Feolan Capital Inc., which has interests in financial services, real estate, hospitality and public securities.

Mr. Feola is the largest shareholder in Must holding approximately 19.5% of the Company’s common shares. His business acumen and network deal flow will be a great addition to Must as it continues to identify, acquire and finance a viable business for the Company.

The board of directors of the Company now consists of Michael Feola, Michele (Mike) Marrandino, Vikas Ranjan and Bradley Scharfe.

ON BEHALF OF THE BOARD OF DIRECTORS, Mike Marrandino, CEO

Mike Marrandino, CEO Email: mike@pacwest.ca Ph: (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.