Must Capital Inc. — Capital/Financing Update 2021

Apr 17, 2021

MUST CAPITAL COMPLETES PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA

Toronto, Ontario – April 16, 2021 – Must Capital Inc. (TSXV: MUST.H) (the "Company") is pleased to announce the closing of its non-brokered private placement (the "Placement"). The Company issued 7,500,000 units (the "Units") at a price of $0.10 per Unit for gross proceeds of $750,000.

Each Unit issued consists of one common share plus one common share purchase warrant (the "Warrant"). Each Warrant entitles the holder to purchase one common share for a period of one year from the date of issuance (the "Warrant Expiry Date") at an exercise price of $0.20 per Warrant. The Company intends to use the proceeds from the financing to repay indebtedness and for general working capital purposes.

The Warrant Expiry Date may, at the Company's option, be accelerated if at any time after the date that is four months and one day following the Closing Date, the Common Shares of the Company trade or close at a price of $0.30 or above for a period of 10 consecutive trading days on the policies of the NEX trading board of the TSX Venture Exchange (the "TSXV") or such other stock exchange where the majority of the volume occurs, provided that: (i) the Company disseminates a press release providing notice of its intention to accelerate the Warrant Expiry Date; and (ii) the accelerated Warrant Expiry Date is not earlier than the 30th day after the date of dissemination of such press release

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.

The participation by existing directors of the Company constitutes "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 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 CEO 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.

Caution Regarding Forward-Looking Information

This release contains "forward-looking information" as such term is used in applicable Canadian securities laws, including statements regarding the Private Placement and the use of proceeds therefrom. The use of any of the words "target", "plans", "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Such forward-looking information is based on management's expectations and assumptions, including statements relating to the Company's plans to conduct the Placement and the anticipated use of the proceeds of the Placement offerings. In making the forwardlooking statements included in this news release, the Company has applied several material assumptions, including but not limited to, that the Company's financial condition and development plans do not change as a result of unforeseen events, and that the Company will receive all required regulatory approvals, including the NEX trading board of the TSXV, for the Placement offerings. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to: failure of the Private Placement to be arranged on the proposed terms or at all; unanticipated delays in obtaining or failure to obtain regulatory or the NEX trading board of the TSXV approvals; general economic, market or business conditions; changes in the Company's financial condition and development plans; and other risks and uncertainties as set forth in the Company's most recent continuous disclosure filings filed under the Company's profile at www.sedar.com . Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.