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MEZZI HOLDINGS INC. ("MZI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 7, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 24, 2018 and January 3, 2018:

Number of Shares: 8,505,097 shares

Purchase Price: $0.22 per share

Warrants: 4,252,549 share purchase warrants to purchase 4,252,549 shares

Warrant Exercise Price: $0.35 for a one year period, subject to an acceleration clause.

Number of Placees: 67 Placees

Insider / Pro Group Participation:

Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement P 170,000
[2 Placees]

Finder's Fee: BMO Nesbitt Burns $20,020 cash and 91,000 warrants payable.
Mackie Research Capital Corporation $103,201.25 cash and 469,096 warrants payable.
-Each warrant is exercisable into one common share at $0.35 for one year from closing, subject to an acceleration clause.

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
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