H-Source Announces Shares for Debt Transaction

Clarity on the USD 2.4 million Debenture conversion and outstanding interest

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/

VANCOUVER, BC, March 18, 2021 /CNW/ - H-Source Holdings Ltd. ("H-Source" or the "Company") (TSXV: HSI) (OTCQB: HSCHF), an innovative leader in the AI & SAAS based technology platform, and seeking to revolutionize the Global Healthcare procurement, logistics & distribution supply chain, today is providing further clarity on the Press Release issued on March 4, 2021, which announced plans to issue common shares to satisfy the approximately USD $2.4 million outstanding principal amount and the outstanding interest amount of the 12% unsecured convertible debentures issued in 2019 (the "2019 Debentures").  The Company proposes to issue common shares to settle the accrued and unpaid interest ("Shares for Debt Settlement") on the 2019 Debentures through March 17, 2021 in the amount of USD $492,110 (CAD $644,811).  The pricing of the shares to be issued in this transaction is subject to TSX Venture Exchange policy and will be based on the market price at the time of settlement. The Shares for Debt Settlement is subject to the approval of the TSX Venture Exchange.  The common shares issued pursuant to the Shares for Debt Settlement will be subject to a four month hold period from the date of issuance.

The accrued and unpaid interest on debentures held by two insiders of the Company is included in this transaction.  Such participation constituted a "related party transaction" within Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").  The issuance to the insiders is exempt from the formal valuation and minority shareholder approval requirements of the MI 61-101 as the securities will not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.  The Shares for Debt Settlement has been approved by the directors of the Company.

John Kupice (CEO of H-Source) stated: "All of the debenture holders who have agreed for the conversion, are delighted at the additional interest accrued, and to be paid in shares of the Company.  We are very pleased with the support of our partners and welcome the ownership stake".

John Kupice further comments: "These conversions will significantly improve our balance sheet and support enhanced access to capital financing. As the management continues to execute on its growth plans and build shareholder value, we believe it is important to show the strength in its financial position. We look forward to continuing to aggressively pursue our growth strategy in both the United States and globally".

About H-Source Holdings Ltd.           
H-Source Holdings Ltd. is a proprietary, patented technology company operating within the healthcare industry through its wholly-owned subsidiary, H-Source, Inc. The Company has developed an advanced technology solutions stack that provides participating members a private, secure, Software As A Service ("SAAS") platform to engage in the buy, sell, track, and transfer of medical supplies, pharmaceuticals, capital equipment, and medical devices. Integrating advanced Artificial Intelligence ("AI") and Business Intelligence ("BI") enhance the data analytics for supply chain optimization. The platform is FDA and DSCSA compliant for pharmaceuticals and GS-1 UDI/GTIN for devices including serialization, ownership, and custody in extended modules. Blockchain is offered as an add-on, at an additional cost, for robust security and traceability. Additionally, the H-Source platform provides all the accounting and data allowing buyers and sellers to capture product transactions and custody movements.   This platform is designed to increase and maximize supply chain efficiency while reducing costs by moving products directly from manufacturers, providers, and distributors to businesses or consumers.  For more information, please visit http://h-source.com/.

On behalf of the board of directors of H-Source Holdings Ltd.

John Kupice
CEO & Director

CAUTIONARY DISCLAIMER STATEMENT: The TSXV has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

This news release contains forward-looking statements relating to the completion of the listing of the Company's shares on the TSXV and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the TSXV and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

SOURCE H-Source Holdings Ltd.

[email protected]