Mr. Michele Marrandino reports

MUST CAPITAL RECEIVES CONDITIONAL TSX VENTURE EXCHANGE APPROVAL OF RTO TRANSACTION WITH CLARITY IOT SERVICES & TECHNOLOGY INC.

The TSX Venture Exchange has conditionally approved Must Capital Inc.'s previously announced proposed reverse takeover (RTO) with Clarity IOT Services & Technology Inc. A filing statement dated Nov. 14, 2023, contains details and requisite financial information regarding the RTO and the resulting issuer and is available under Must's profile on SEDAR+.

The final exchange approval of the RTO, including all related transactions, is conditional to, among others:

• Confirmation of a concurrent financing of a minimum of $2-million;
• A minimum of 15 new arm's-length investors have participated in the concurrent financing;
• The principal securities are subject to a Tier 2 value escrow agreement;
• The non-principals are subject to seed share resale restrictions pursuant to Policy 5.4, Section 10;
• Receipt of final documentation on or before Feb. 28, 2024.

The company and Clarity IOT anticipate that upon receipt of the final exchange approval, the resulting issuer will be listed on the exchange as a Tier 2 issuer under the name Clarity IOT Services & Technology Corp. and the common shares of the resulting issuer will be listed and posted under the trading symbol CIOT.

As part of the process of obtaining conditional approval, Must and Clarity IOT agreed to the following updates to the terms concurrent financing:

The concurrent financing will proceed as a brokered unit offering at an issue price of 5.7 cents per unit by the issuance of a minimum of 35,087,719 units for aggregate gross proceeds of a minimum of $2-million and a maximum of 43,859,649 units for aggregate gross proceeds of $2.5-million. Each unit will consist of one common share and one-half of one warrant to purchase a common share. Each non- transferable warrant will be exercisable for a period of 24 months from the date of closing at an exercise price of 8.55 cents per warrant.

Together with the closing of the updated minimum offering concurrently with the RTO, the outstanding share capital of the resulting issuer is expected to consist of an aggregate of 172,911,779 common shares issued and outstanding of which current shareholders of Must will own 27,564,821 (15.94 per cent), the shareholders of Clarity IOT will own 108,759,248 (62.90 per cent) and the shareholders pursuant to the minimum offering will own 35,087,719 (20.29 per cent).

Together with the closing of the updated maximum offering concurrently with the RTO, the outstanding share capital of the resulting issuer is expected to consist of an aggregate of 181,683,709 common shares issued and outstanding of which current shareholders of Must will own 15.17 per cent, the shareholders of Clarity IOT will of own 59.86 per cent and the shareholders pursuant to the maximum offering will own 43,859,649 (24.14 per cent).

As disclosed in the company's news release dated Sept. 7, 2023, Leede Jones Gable Inc. will act as agent, on a commercially reasonable agency basis, for the concurrent financing. In connection with the concurrent financing, Must intends to pay the agent a cash fee equal to 9 per cent of the gross proceeds raised from the brokered portion of the concurrent financing (4 per cent in the case of gross proceeds raised from certain investors on the president's list agreed to by Must and the agent). In addition to the agent's fee, the agent will receivebroker warrants equal to 9 per cent of the number of units issued in connection with the concurrent financing (4 per cent in the case of gross proceeds raised from certain investors on the president's list agreed to by Must and the agent). Each broker warrant is exercisable by the agent to purchase one resulting issuer share at a price of 8.55 cents per share for a period of 24 months from the date of closing. Closing of the concurrent financing will occur concurrently with the closing of the RTO.

The net proceeds of the concurrent financing will be used for the completion of the RTO, strategic growth initiatives, working capital and general corporate purposes. There is no material fact or material change about the company that has not been generally disclosed.

The Company and Clarity are also pleased to announce that on Oct. 30, 2023, the company, Clarity and 14447468 Canada Inc., a wholly owned subsidiary of the company (Must Subco), executed an amalgamation agreement as contemplated by the letter of intent previously announced in the company's news release of Sept. 7, 2022. Pursuant to the amalgamation agreement, Must Subco and Clarity IOT will amalgamate. At the effective time of the amalgamation, Clarity IOT will become a wholly owned subsidiary of the company, shares held by the shareholders of Clarity IOT will be exchanged for shares of Must on the basis of one Clarity IOT common share for 4.33 common shares of Must, and the company will change its name to Clarity IOT Services & Technology. The name change was approved by the shareholders of the company at its annual and special meeting of shareholders held Jan. 26, 2022. The amalgamation agreement contains several customary conditions to closing the amalgamation, including the completion of the concurrent financing on or before Feb. 28, 2024.

We seek Safe Harbor.