Gunpowder Capital Corp., Closes $257,000.00 CDN Second Tranche of its Non-Brokered Private Placement of Units, Increases Size of Offering to $5,000,000.00 CDN

Toronto, Ontario–(Newsfile Corp. – May 13, 2019) – Gunpowder Capital Corp., (CSE: GPC), (CSE: GPC.PR.A), (OTCQB: GNPWF), (FSE: YS6N), (“Gunpowder” or the “Corporation”) announced today that it had closed the second tranche of this non-brokered private placement raise. In total, Two Hundred and Fifty-Seven Thousand Dollars (“$257,000.00”) CDN was raised in the second tranche, via the sale of Five Million, One and Forty Thousand (“5,140,000”) Units. Each Unit consists of one Common Share (a “Share”) in the capital of the Corporation and one Common Share Purchase Warrant (“Warrant”), with each Warrant entitling the holder thereof to purchase one Common Share of the Corporation at an exercise price of Seven and a Half Cents (“$0.075”) CDN per Common Share for a period of 24 months from the closing of the financing, subject to accelerated expiry in the event the closing price of the Corporation’s Common Shares close at or greater than Ten Cents (“$0.10”) CDN for ten consecutive trading days. All Common Shares issued in connection with this placement will be subject to a four month plus one day hold period under applicable Canadian securities laws. All proceeds from the financing will be used for acquisitions and general working capital purposes. In connection with the closing of this tranche of the private placement offering, the Corporation paid finder’s fee totaling Seven Thousand, Seven Hundred and Ten Dollars (“$7,710.00”) CDN in connection with certain subscriptions for the Corporation’s Units. With the closing of the second tranche, the Corporation has raised Seven Hundred and Two Thousand Dollars (“$702,000.00”) CDN from this placement.

The Corporation also announced that it has elected to increase the size of the current offering from One Million Five Hundred Thousand Dollars (“$1,500,000.00”) CDN to Five Million Dollars (“$5,000,000.00”) CDN. For further information on the offering and its terms, please refer to the Corporation’s press release dated March 4th, 2019.

The Corporation announced that it plans to reinstate the divided for its Class – A, and for its Class – B Preferred Shares in Q4 of 2019. The Corporation will retroactively pay the Q1, Q2 & Q3 2019 amounts owed to all Preferred Share shareholders. The Corporation is using the capital from the dividend to further advance and develop its involvement in the Hemp sector.

Upon the completion of the issuance of the 5,140,000 Common Shares contained in the Units issued in this second tranche, the Corporation will have 98,051,750 Common Shares issued and outstanding.

About Gunpowder Capital Corp.

Gunpowder Capital Corp., is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit http://www.gunpowdercapitalcorp.com

For further information please contact:

Mr. Frank Kordy

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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THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44746

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Gunpowder Capital Corp. Signs an LOI to Commence a Joint Venture Commercial Hemp Production Farm with Grange Conservation LLC

Toronto, Ontario–(Newsfile Corp. – March 22, 2019) – Gunpowder Capital Corp. (CSE: GPC) (CSE: GPC.PR.A) (OTCQB: GNPWF) (FSE: YS6N) ("Gunpowder" or the "Corporation") is pleased to announce that on March the 22nd, 2019 the Corporation had signed and that it had entered into a Letter of Intent ("LOI") with Grange Conservation LLC., ("GCL") of Wyoming.

The LOI proposes that should the Corporation and GCL both agree to enter into a definitive agreement, the two parties will commence a joint venture Industrial Hemp grow operation (the "operation") which will be based in the State of North Carolina. The operation will be owned by a yet to be formed, and yet to be named, subsidiary ("Newco") where upon formation of Newco, both the Corporation and GCL will each own an equal 50% ownership stake in Newco. This transaction, if completed, would be deemed as an arm’s length transaction as both the Corporation and GCL act independently and do not have any relationship to each other.

The terms of the LOI state that in order for the two parties to enter into a definitive agreement, the Corporation shall undertake an equity raise where a minimum of Five Million Dollars ("$5,000,000") USD shall be raised. Once the $5,000,000 USD is raised, and upon completion of due diligence, the two parties will enter into a definitive agreement. The Corporation will issue to GCL 5,000,000 Common Shares as a finder’s fee, and an additional 15,000,000 Common Shares upon the completion of the of the due diligence and upon completion of the $5,000,000 equity raise.

Upon entering the definitive agreement, GCL will immediately contribute 45 acres of farm land that is fully licensed to grow industrial Hemp, and which is located in North Carolina to Newco. The Corporation will fund Newco with the proceeds raised, and GCL shall both manage, and have oversight of the growing operations. GCL will not receive any additional consideration other than their equity interest for managing and overseeing the growth operations. The Corporation shall have the right, but not the obligation to acquire the share of Newco owned by GCL for three years from the date of formation of Newco. Should the Corporation elect to acquire GCL’s stake in Newco, it may do so by issuing 120,000,000 Common Shares and 65,000,000 Warrants to GCL entitling GCL the ability to purchase an additional 65,000,000 Common Shares of the Corporation at a price of $0.075 CDN per Common Share for 36 months after the date of the issuance.

Should both GCL and the Corporation successfully enter into a definitive agreement, the Corporation will remain as a Merchant Bank, and the Corporation has no intention of changing its current Merchant Banking business model, and will still pursue other business opportunities and investments both inside, and outside of the Industrial Hemp space.

The Corporation is in the process of engaging an investment banking firm to assist with the required capital raise and expects to make an announcement in that regard shortly. There is no guarantee that the Corporation will be able to raise the required funds and move forward with the LOI.

Mr. Paul Haber stated: "We are very pleased to have this joint venture opportunity brought to us and see huge potential in this deal if we enter into a definitive agreement. The 2018 Farm Bill changed federal policy regarding industry hemp, including the removal of hemp from the Controlled Substances Act and the consideration of hemp as an agricultural product. Because of this, we feel that there will be huge demand in the United States for Hemp based products and we are thrilled to have the opportunity to be entering into this industry space at a time where demand is expected to rapidly grow."

About Gunpowder Capital Corp.

Gunpowder Capital Corp. is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit www.gunpowdercapitalcorp.com

For further information please contact:

Mr. Frank Kordy
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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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43592

Resinco Capital Partners Funds Stem Cell Project at Oxford University

The work will focus on a new novel approach in tissue repair and stem cell regeneration

Vancouver, British Columbia–(Newsfile Corp. – March 15, 2019) – Resinco Capital Partners Inc. (CSE: RIN) (OTC Pink: RSCZF) (FSE: L6V1) (the “Company” or “Resinco“), a global investment company which specializes in providing early-stage financing to private and public companies, is pleased to announce funding for a project at the University of Oxford in the laboratory of Professor Jagdeep Nanchahal.

Through the Company’s wholly owned subsidiary ReFormation Pharmaceuticals Corp. (“ReFormation”) and in partnership with 180 Therapeutics LP, a clinical stage biopharmaceutical company focused on the discovery and development of novel biologic therapies for the treatment of fibrosis, the project will focus on a novel approach to promote tissue repair and re-generation by targeting the body’s own stem cells and enhancing their effectiveness.

The project, in partnership with 180 Therapeutics, a clinical stage biopharmaceutical company focused on the discovery and development of novel biologic therapies for the treatment of fibrosis, will focus on a novel approach to promote tissue repair and regeneration by targeting the body’s own stem cells and enhancing their effectiveness.

“We have identified a molecule (HMGB1) that primes the body’s own stem cells to accelerate repair and regeneration following injury. This funding will provide the necessary tools needed to research the many challenges associated with growing stem cells outside the body and injecting them back. The work will focus on regeneration of broken bones and injured muscles, as well as several new indications,” says Professor Jagdeep Nanchahal, co-founder of ReFormation Pharmaceuticals.

“This research agreement will help facilitate unmet clinical needs to develop the disruptive technology that will deliver a first in class therapeutic,” says Alex Somjen, President & CEO of Resinco Capital Partners Inc. “ReFormation’s research pipeline will deliver further IP where no comparative treatment exists.”

ReFormation will be funding up to US$1,200,000 into a 12-month project with goals to patent new molecules that promote repair and will receive a right of first negotiation for the project assets.

About Resinco Capital Partners

Resinco Capital Partners is a global investment company which specializes in providing early stage financing to private and public companies as well as medical cannabis pharmaceutical companies. The Company engages in new, early stage investment opportunities in previously underdeveloped assets and obtaining significant positions in early stage investment opportunities that adequately reflect the risk profile.

Website: www.resincocp.com

About ReFormation Pharmaceuticals Corp

ReFormation Pharmaceuticals Corp is a pharmaceutical Company headquartered in Toronto, ON, with its Research and Development team at the University of Oxford. The Company is focused on an innovative approach to repair vital organs by using an endogenous trigger of repair (HMGB1). ReFormation is based on disruptive technology which will deliver a first in-class therapeutic. The Company has identified a molecule that primes the body’s own stem cells from a diverse range of tissues to accelerate repair and regeneration following injury. The Company’s research pipeline will deliver further IP based on a comprehensive work package of testing in animal models of diseases where no comparative treatment exists. ReFormation Pharmaceuticals is co-founded Professor Jagdeep Nanchahal, and Prof Sir Marc Feldmann, AC, FRS, of the University of Oxford

Website: https://www.reformationpharma.com/

About 180 Therapeutics

180 Therapeutics is a clinical stage biopharmaceutical company focused on the discovery and development of novel biologic therapies for the treatment of fibrosis, a process of excessive undesirable scarring which is a major unmet medical need in many different human diseases. The unique scientific approach used to identify their therapeutic drug pipeline for fibrosis is based on the original, ground-breaking science of Sir Marc Feldmann, a prestigious Lasker Award and Canada-Gairdner award recipient who pioneered the discovery of anti-TNF therapeutics, creating a $36 billion annual drug market class today. The discovery of TNF as a mediator of numerous immune-driven diseases originated from analysis of human disease tissue from patients with rheumatoid arthritis, which identified the key mediators of disease.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com

RESINCO CAPITAL PARTNERS INC.:

Company Contact
Mr. Alexander Somjen, CEO
647-362-8998

Media Contact
Tim Gray, Account Director
KCSA Strategic Communications

Phone: 212.682.6300

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43459

Gunpowder Capital Corp., Invests $240,000.00 CDN into Franchise Holdings International Inc.

Toronto, Ontario–(Newsfile Corp. – March 13, 2019) – Gunpowder Capital Corp., (CSE: GPC), (CSE: GPC.PR.A), (OTCQB: GNPWF), (FSE: YS6N), (“Gunpowder” or the “Corporation”) announced today that it has invested Two Hundred and Forty Thousand Dollars (“$240,000.00”) CDN into Franchise Holdings International Inc., (OTCQB: FNHI) (“FNHI”). The Corporation purchased Four Million, Six Hundred Thousand (“4,600,000”) Subscription Receipts from FNHI at a price of Five Cents (“$0.05”) CDN per Subscription Receipt. The Subscription Receipts held by the Corporation will automatically be converted into Units of FNHI upon FNHI being approved in becoming a Reporting Issuer in the Province of Ontario by the Ontario Securities Commission (the “Triggering Event”).

Once the Trigger Event has been enacted, the Units issued to the Corporation by FNHI will each consist of one Common Share and one full Purchase Warrant. Each Purchase Warrant will entitle the Corporation the ability to purchase one additional Common Share of FNHI for a price of Ten Cents (“$0.10”) CDN for a period of 24 months from the date of the Triggering Event (the “Warrant Expiry Date”). The Warrant Expiry Date may be accelerated by the Issuer, at its sole discretion, at any time following the four-month anniversary of the date of the Triggering Event and prior to the Warrant Expiry Date, if the volume-weighted average trading price of the Shares is greater than $0.20 for any 10 consecutive trading days.

Mr. Frank Kordy stated: “FNHI has seen a considerable uptick in demand for its Worksport Ltd., line of tonneau/truck bed covers as FNHI has secured over $1,200,000 USD in orders for its tonneau/truck bed covers since the beginning of Dec 2018. Furthermore, new private label orders are arriving regularly. We are optimistic that FHNI’s strong demand will continue for all of 2019 and we look forward in continuing in assisting FNHI in developing its business.”

About Franchise Holdings International

Franchise Holdings International Inc., is a strategic investment company. Franchise Holdings Internationals strategy is to partner or invest in companies and provide them the tools to become the fastest growing businesses in their segments creating shareholder value in the process. Once a business of interest is acquired, invested in and/or partnered with, our mission is to further develop and accelerate the growth for those subsidiaries. Currently the Corporation has one fully owned subsidiary, Worksport Ltd. an innovative fast-growing manufacturer of high quality, functional, and aggressively priced tonneau/truck bed covers for pickup trucks like the F150, Sierra, Silverado, Canyon, RAM, and Ford F-Series. For more information please visit www.worksport.com

About Gunpowder Capital Corp.

Gunpowder Capital Corp., is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit www.gunpowdercapitalcorp.com

For further information please contact:

Mr. Frank Kordy
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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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43369

Gunpowder Capital Corp., Loans $100,000.00 CDN To A Construction Services Company.

Toronto, Ontario–(Newsfile Corp. – March 11, 2019) – Gunpowder Capital Corp., (CSE: GPC) (CSE: GPC.PR.A) (OTCQB: GNPWF) (FSE: YS6N) (“Gunpowder” or the “Corporation”) announced today that it has entered into a loan agreement where the Corporation will loan One Hundred Thousand Dollars (“$100,000.00”) CDN to a Construction Services Company located in the Greater Toronto Area.

The loan bears an interest rate of 12% per annum and is repayable in minimum monthly instalments of Two Thousand Five Hundred Dollars (“$2,500.00”) CDN per month until the loan is repaid in full. The borrower has agreed to pay the Corporation a monthly royalty of 2% on all revenues earned by the borrower’s business. The borrower may buy back 1% of the reality by paying the Corporation Fifteen Thousand Dollars (“$15,000.00”) CDN.

The loan is secured by a first ranking General Security Agreement on the assets of the borrower.

About Gunpowder Capital Corp.

Gunpowder Capital Corp., is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit www.gunpowdercapitalcorp.com

For further information please contact:

Mr. Frank Kordy
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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43313

Gunpowder Capital Corp., Announces a $1,500,000.00 CDN Non-Brokered Private Placement of Units

Toronto, Ontario–(Newsfile Corp. – March 4, 2019) – Gunpowder Capital Corp., (CSE: GPC), (CSE: GPC.PR.A), (OTCQB: GNPWF), (FSE: YS6N), (“Gunpowder” or the “Corporation”) announced today that it is conducting a non-brokered private placement financing of up to One Million, Five Hundred Thousand Dollars (“$1,500,000.00”) CDN via the issuance of up to Thirty Million (“30,000,000”) Units at price of Five Cents (“$0.05”) CDN per Unit. Each Unit will consist of one Common Share (a “Share”) in the capital of the Corporation and one Common Share Purchase Warrant (“Warrant”), with each Warrant entitling the holder thereof to purchase one Common Share of the Corporation at an exercise price of Seven and a Half Cents (“$0.075”) CDN per Common Share for a period of 24 months from the closing of the financing, subject to accelerated expiry in the event the closing price of the Corporation’s Common Shares close at or greater than Ten Cents (“$0.10”) CDN for ten consecutive trading days.

All Common Shares issued in connection with this placement will be subject to a four month plus one day hold period under applicable Canadian securities laws. In connection with the offering, a finder’s fee may be paid consisting of a cash commission equaling up to 8%. All proceeds from the financing will be used for acquisitions and general working capital purposes.

The Corporation is pleased to announced that it has closed the first tranche of this non-brokered private placement raise. In total Four Hundred and Forty-Five Thousand Dollars (“$445,000,00”) CDN was raised in this tranche, via the sale of Eight Million, Nine Thousand (“8,900,000”) Units. In connection with the closing of this tranche of the private placement offering, the Corporation paid finder’s fee totaling Thirty-Five Thousand, Six Hundred Dollars (“$35,600.00”) CDN in connection with certain subscriptions for the Corporation’s Units.

Upon the completion of the issuance of the 8,900,000 Common Shares contained in the Units issued in this first tranche, the Corporation will have 92,911,750 Common Shares issued and outstanding.

About Gunpowder Capital Corp.

Gunpowder Capital Corp., is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit www.gunpowdercapitalcorp.com.

For further information please contact:

Mr. Frank Kordy
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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THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43209

Gunpowder Capital Corp., Enters Into a Strategic Relationship with Hemp Inc., with the Purpose of Entering Into the Industrial Hemp Industry in the United States

Toronto, Ontario–(Newsfile Corp. – February 28, 2019) – Gunpowder Capital Corp., (CSE: GPC), (CSE: GPC.PR.A), (OTCQB: GNPWF), (FSE: YS6N), ("Gunpowder" or the "Corporation") is very pleased to announce that it has entered into a strategic relationship with Hemp Inc., (OTC Pink: HEMP) of Las Vegas Nevada with the purpose of entering into the Industrial Hemp industry in the United States.

Under the terms of the agreement, Hemp Inc., and Gunpowder will both make strategic investments in each other and then explore various opportunities in the United States that Hemp Inc., will be bringing forward to Gunpowder.

Hemp Inc., will immediately issue to Gunpowder Twenty Four Million ("24,000,000") Common Shares of Hemp Inc., and Gunpowder in return shall issue Fifteen Million ("15,000,000") Common Shares of Gunpowder to Hemp Inc.

The two partners have already started exploring various opportunities and the two parties may make additional investments in each other based on the success of the relationship.

Mr. Paul Haber stated: "We are extremely pleased to have entered into this strategic relationship with Hemp Inc. The 2018 Farm Bill changed federal policy regarding industry hemp, including the removal of hemp from the Controlled Substances Act and the consideration of hemp as an agricultural product. Because of this, we see industrial hemp becoming a huge market in the USA with multiple applications. We have watched industry space for some time, waiting for the appropriate time to enter this lucrative and fast growing market. We have chosen Hemp, Inc. to speed our entry into the US market with its potential benefits to our shareholders."

About Hemp Inc.

Hemp, Inc. (OTC Pink: HEMP) was founded in 2008. The company’s long-term goal is to be the leader in the industrial hemp industry in America, which is now estimated to be over $500 Million. Hemp, Inc.’s mission is to provide green solutions that help make the world a better place to live. We support products that are eco friendly, organic, healthy, and solutions that replace many petroleum-based products. In a forward thinking move, Hemp, Inc.’s wholly owned subsidiary Industrial Hemp Manufacturing, LLC purchased the largest decortication plant in North America, which is located in Spring Hope, North Carolina. The plant is housed in an 85,000 square foot warehouse. For more information please visit www.hempinc.com.

About Gunpowder Capital Corp.

Gunpowder Capital Corp., is a merchant bank and advisory services firm based in Toronto, Ontario, Canada. Gunpowder invests in both publicly traded and private businesses that have successful management teams and attractive economic models. Gunpowder partners with these businesses to support their growth initiatives with its proven methodology of appropriate financing and structured exits. Gunpowder offers debt financing, including mezzanine and bridge loans, equity financing and advisory services. Gunpowder is also building a portfolio of companies in which it takes a long term position and view. For more information please visit www.gunpowdercapitalcorp.com.

For further information please contact:

Mr. Frank Kordy
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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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43124