QUESTCAP CLOSES $2 MILLION PRIVATE PLACEMENT

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TORONTO, March 23, 2020 (GLOBE NEWSWIRE) -- QuestCap Inc. (CSE: QSC) (“QuestCap” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement financing of common shares for gross proceeds of $2,000,000 (the “Offering”). For more information on the Offering, please see the Company’s press release dated February 20, 2020, which is available under the Company’s profile on SEDAR at www.sedar.com.

Pursuant to the Offering, QuestCap issued 20,000,000 common shares (the “Shares”) at a price of $0.10 per Share. The Shares issued in connection with the Offering are subject to a statutory four month hold period, which expires on July 24, 2020. No finder’s fees were paid in connection with the Offering.

The net proceeds of the Offering are expected to be used for pursuing investment opportunities and general corporate purposes, including the potential acquisition (the “Acquisition”) of a private company, Eco Capital Growth Corp. (“Eco Capital”).

The Acquisition

On March 23, 2020, the Company entered into a non-binding letter of intent (“LOI”) pursuant to which the Company will acquire all of the issued and outstanding common shares in the capital of Eco Capital.

The LOI contemplates that QuestCap and Eco Capital will promptly negotiate and enter into a definitive agreement (the “Definitive Agreement”), together with such other documents that may be required to affect such filings, authorizations and applications as are required in order to formalize and execute the terms of the Acquisition as outlined in the LOI.

The LOI further contemplates that QuestCap will provide a loan of $150,000 to Eco Capital promptly after signing the LOI pursuant to the terms of a loan separate agreement, with such proceeds to be used by Eco Capital to fund term sheets signed by Eco Capital to advance business initiatives. In consideration for the Acquisition, QuestCap shall upon completion issue 8,000,000 common shares of the Company at a deemed price of $0.07 per share in exchange for all of the common shares in the capital of Eco Capital, resulting in the shareholders of Eco Capital owning 14.4% of the Company on an undiluted basis, after taking into account completion of the Offering.