MJ Innovation Capital Corp. Reports Results of Its Special Meeting of Shareholders

Toronto, Ontario–(Newsfile Corp. – August 4, 2021) – MJ Innovation Capital Corp. (TSXV: MSMJ.P) (“MJ” or the “Company“), a capital pool company listed on the TSX Venture Exchange (the “TSXV“), announces that all matters submitted to shareholders for approval as set out in detail in the Company’s management information circular dated June 30, 2021 (the “Circular“) were approved at the special meeting of the shareholders of the Company held on August 4, 2021 (the “Meeting“).

At the Meeting, the Company’s shareholders:

1. elected the following individuals to the board of directors of the Company: Dr. Praveen Jain, Dr. Nishith Goel, Ravi Sood and Baojun (Robbie) Luo;

2. approved a consolidation (the “Consolidation“) of the Company’s common shares (the “Common Shares“) on the basis of a Consolidation ratio within a range between 1.25 and 5 (five) pre-Consolidation Common Shares for each one (1) post-Consolidation Common Share, or such other ratio as may be accepted by the relevant regulatory authorities and approved by the directors of the Company (the “Consolidation Resolution“); and

3. approved a change of the name of the Company to “SPARQ Corp.” or any such other name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Company (the “Name Change Resolution“).

The election of the above-noted directors and the approval of the Consolidation Resolution and Name Change Resolution are conditional upon, and shall be effective as of, the completion of the proposed previously announced Qualifying Transaction with SPARQ Systems Inc.

In addition, disinterested shareholders of the Company have voted in favour of the following resolutions proposed by the Company in the Circular to implement certain changes required for the transition under the new TSXV Policy 2.4 – Capital Pool Companies effective as at January 1, 2021 (the “New CPC Policy“):

1. removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its TSXV listing date on August 9, 2019;

2. approving the amendments to the Company’s escrow agreement dated July 12, 2019 in accordance with the New CPC Policy; and

3. approving amendments to the Company’s stock option plan in accordance with the New CPC Policy.

Please refer to the Company’s news release dated June 30, 2021 and the Circular for further details with respect to the foregoing transition matters relating to the New CPC Policy.

ABOUT MJ CAPITAL CORP.

MJ is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the definitive agreement dated June 10, 2021 with SPARQ Systems Inc. The principal business of MJ is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the completion of the Qualifying Transaction with SPARQ Systems Inc. and the future business of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “is expected”, “expects” or “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases; or terms that state that certain actions, events, or results “may”, “could”, “would”, “might”, or “will be taken”, “could occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on, a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to the timing of obtaining the necessary approvals of the shareholders and the TSXV. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

For more information, please contact:

MJ Innovation Capital Corp.
Bryan Van Engelen
Chief Executive Officer, Chief Financial Officer and Director
Telephone: 226.750.9914

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