Mesa Announces Debt Conversion

Vancouver, May 19, 2020 - Mesa Exploration Corp. (TSXV: MSA) (the "Company" or "Mesa") announces that the Company and certain creditors have entered into debt settlement agreements dated May 11, 2020 pursuant to which indebtedness in the aggregate amount of CAD$377,323.29, inclusive of interest, has been converted into 10,780,665 Mesa common shares (the "Debt Conversion"). The Mesa common shares issued in connection with the Debt Conversion are subject to a four month and a day hold period from the date of issuance. The issuance of Mesa common shares in connection with the Debt Conversion did not result in the creation of any new insider or control blocks in Mesa.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the participation by Mr. Foster Wilson, CEO of the Company, in the Debt Conversion constitutes a "related party transaction", and Mesa relies on the exemptions from the formal valuation and minority approval requirements of MI 61-101.

For further information please visit our website at www.MesaExploration.com.

ON BEHALF OF THE BOARD
Mesa Exploration Corp.

(signed) Foster Wilson, President and CEO

For further information call:

Corporate Communications Mesa 1-775-771-5219

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.

This press release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, including statements regarding the delisting of the Common Shares from the Exchange, the issuance of a subsequent press release of the Company in connection therewith, the completion of Mesa's name change, and the Company's planned transition into the cannabis sector. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, 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. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Important factors that could cause actual events and results to differ materially from the Company's expectations include those related to financial market conditions, the ability of the Company to identify suitable acquisitions within the cannabis sector; performance of third parties; uncertainties about the availability of additional financing; and risks related to the Company's ability to obtain any necessary permits, consents or authorizations required for its activities. Trading in the securities of the Company should be considered highly speculative. All of the Company's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the latest technical reports filed with respect to the Company's mineral properties.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56153