BRL Bearclaw Capital Corp

Bearclaw Capital Corp. (“Bearclaw” or the “Company”) (TSX Venture Exchange: BRL.H) is pleased to announce that it has mailed the meeting materials in connection with the annual meeting of shareholders of the Company to be held on June 25, 2020 (the “Meeting”). At the Meeting, among other things, shareholders will be asked to approve a potential consolidation (the “Consolidation”) of the Company’s common shares on the basis of one post-consolidation common share for ten pre-consolidation common shares, or such lesser number of pre-consolidation common shares as may be approved by the Company’s board of directors (the “Board”). Approval of the Consolidation will provide the Board with the discretion to determine the actual consolidation ratio within this range.

Please note that the Board has not made a decision to implement the Consolidation at this time. Even if the Consolidation is approved by shareholders at the Meeting, the Board will have the discretion to not proceed with the Consolidation. If the Board decides to proceed with the Consolidation, the purpose for doing so would be to provide the Company with a share capital structure that will position the Company to better attract equity financing.

If the Consolidation were to be implemented today at the maximum authorized consolidation ratio, the 24,371,991 currently issued and outstanding common shares would be consolidated into approximately 2,437,199 common shares. No fractional shares will be issued as a result of the Consolidation. Any fractional shares remaining after the Consolidation that are less than one-half of a common share will be cancelled while any fractional shares that are one-half of a common share or greater will be rounded up to the nearest whole common share.  All outstanding convertible securities such as stock options will also be affected by the Consolidation, if approved and implemented. The Company’s will not change its name in conjunction with the Consolidation, if implemented.

The Board is recommending that shareholders approve the Consolidation at the Meeting. In addition to shareholder approval, the Consolidation is subject to the approval of the TSX Venture Exchange.

Additional information on the Consolidation, and the risks associated therewith, can be found in the management information circular of the Company dated May 21, 2020, which is being sent to Bearclaw shareholders today in connection with the Meeting and is available on the Company’s SEDAR profile.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

FOR FURTHER INFORMATION PLEASE CONTACT:

Bearclaw Capital Corp.Scott M. Ross, President214-3540 West 41st AvenueVancouver, British Columbia, V6N 3E6Tel:  604-803-4883

Email: scott.ross@bearclawcapitalcorp.com