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Match Capital Resources Corporation Announces Shareholder Approval of All Matters at Its Annual and Special Meeting

Toronto, Ontario–(Newsfile Corp. – October 30, 2018) – Match Capital Resources Corporation (TSXV: MHC.H) (“Match” or the “Company“) is pleased to announce that its shareholders approved all resolutions brought before them at the Company’s Annual and Special Meeting of the Shareholders (the “Meeting“) held in Toronto on October 26, 2018, including the approval of all matters relating to its proposed reverse takeover transaction (the “Transaction“) with Braingrid Corporation (“Braingrid“).

The matters approved at the Meeting include the following:

  1. to receive the audited financial statements of the Corporation for the financial years ended December 31, 2014, 2015, 2016 and 2017 and the accompanying report of the auditors thereon;
  2. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration;
  3. to set the number of directors of the Corporation at five (5);
  4. to elect the directors of the Corporation (the “Current Slate“) to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed; and (ii) a time determined by the Current Slate, such time to be (iii) no earlier than the time of completion of the proposed amalgamation with Braingrid (the “Braingrid Transaction“) and (iy) not later than one business day following the date of completion of the Braingrid Transaction, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the time deemed to be determined shall be the effective time of the Braingrid Transaction (any such determined time, the “Change of Board Time“);
  5. to elect the directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;
  6. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving a new stock option plan of the Corporation;
  7. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving a restricted share unit plan of the Corporation, conditional upon the completion of the Braingrid Transaction;
  8. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the conversion of debt held by Daryl Hodges into common shares of the Corporation;
  9. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the consolidation of the issued and outstanding common shares in the capital of the Corporation on a basis of one (1) post-consolidation common share for every eight (8) pre-consolidation common shares;
  10. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the change of the name of the Corporation to “Braingrid Limited” or such other name as selected by the board of directors of the Corporation;
  11. to consider and, if deemed appropriate, approve by ordinary resolution the repeal of the old By-law No. 1 of the Corporation and the adoption of new By-law No. 1A of the Corporation; and
  12. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

More specific details of the matters approved at the Meeting are set forth in a management information circular of the Company dated September 26, 2018 and posted on the System for Electronic Data Analysis and Retrieval (SEDAR) at www.sedar.com.

In connection with the Transaction and pursuant to Canadian Securities Exchange (CSE) requirements, the Company will be filing a listing statement on SEDAR, which contains further details regarding the Transaction, the Company, Braingrid and the resulting issuer. The CSE has granted conditional approval for listing of the Company’s common shares following the completion of the Transaction. However, the Transaction remains subject to the final approval of the CSE and satisfaction of closing conditions customary to transactions of this nature and there can be no assurance that the Transaction will be completed as proposed or at all. The Transaction is anticipated to close on in early November.

For further information please contact:

MATCH CAPITAL RESOURCES CORPORATION

Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

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SOURCE: Match Capital Resources Corporation