Mr. Kelly Jennings reports

D&P HOLDINGS TO INVEST UP TO USD 10-MILLION IN POWERBAND

Powerband Solutions Inc.'s wholly owned subsidiary, Powerband Solutions US Inc., has executed a term sheet to complete a $10-million (U.S.) convertible debenture agreement in a series of tranches with Texas-based D&P Holdings Inc. It is the latest step to secure credit facilities for Powerband's consumer platform to revolutionize how vehicles are bought, sold, leased and traded around the globe.

The capital injection will advance Powerband's continuing negotiations with lenders to secure access to extensive credit facilities. Those credit facilities will be available to consumers and dealers using the Powerband transaction system to use their smart phones, tablets and computers to acquire electric and non-electric vehicles across the United States, Canada and other global markets.

"This is another milestone in Powerband's strategy to acquire extensive credit facilities that will be made available to consumers and dealers using the Powerband cloud-based platform," commented Powerband's chief executive officer, Kelly Jennings. "Our mission is to take out unnecessary middlemen and make it as easy for people to buy, sell, lease and trade their electric and non-electric vehicles as buying a product on Amazon or ordering an Uber on their smart phone."

D&P is one of the United States' largest administrators of automotive warranty and insurance products, directly working with more than 850 dealerships in all 50 states. It is the managing general agency for The Hanover Insurance Group, which has a $5-billion market capitalization and is rated A (excellent) with rating agency AM Best.

D&P will be granted exclusive global rights to act as administrator for new products being sold globally through Powerband's transaction platform. These products include administrating all requested and approved vehicle service contracts, auto warranty products, guaranteed asset protection, down payment protection, excess wear and tear, key replacement, windshield replacement, ETCH/anti-theft, lease wrap, tire and wheel, and all ancillary products.

"We believe this strategic investment into Powerband will be a catalyst to allow Powerband to secure the necessary credit facilities for its revolutionary transaction system," commented D&P's chief executive officer, John Armstrong. "Powerband enables a vehicle lease to be approved in seconds, rather than days, as they have proven with Tesla. We think that, in itself, is revolutionary for everyone who acquires a car or truck, and we anticipate many other benefits that will disrupt and simplify how people buy and sell cars and trucks."

The debenture is a non-brokered private placement of unsecured convertible debentures in the aggregate principal amount of $10-million (U.S.). It is intended that the debentures will close in three tranches: the first tranche of $1.5-million (U.S.) is anticipated to occur in early to mid-March, 2020; the second tranche of $3.5-million (U.S.) to close on the date that is 30 days after the initial closing date; and the third tranche of $5-million (U.S.) on the date that is 60 days after the initial closing date. Each debenture shall have a face value of $10,000 (U.S.), with a total contemplated issuance of 1,000 debentures.

Under the agreement, D&P will also have a 60-day option to subscribe for an additional $2.5-million (U.S.) in equity securities of Powerband's Canadian leasing division for an additional 21 per cent. In the event all debentures are converted by D&P, and the option completely subscribed for, D&P would have a 30-per-cent interest in Powerband's Canadian leasing division, assuming no other securities are issued in the interim.

The debentures will all mature on the date that is three years after the initial closing date and bear interest at a rate of 9 per cent per year, payable monthly. Powerband US can prepay, on 30 days of advance notice, all or any part of the principal and accrued but unpaid interest, at no penalty.

The debentureholder, at any time during the term, shall have the option to exchange any number of its debentures into: (i) common shares of Powerband US; and (ii) common shares of Powerband's Canadian leasing division, legally and beneficially owned by Powerband Solutions, on the basis of one debenture for each of one common share of Powerband US and one common share of Powerband's Canadian leasing division. Assuming the conversion of all of the debentures, D&P would hold a 9-per-cent interest in Powerband US and a 9-per-cent interest in Powerband's Canadian leasing division.

In consideration of its investment, D&P will be issued on the initial closing date 2.5 million share purchase warrants entitling it to acquire common shares of the company at an exercise price of 30 cents for a term of 24 months. Any common shares of the company issued from the exercise of the warrants will be subject to a four-month hold period, which will expire on the date that is four months and one day from the date of issuance. The issuance of the warrants will be subject to the approval of the TSX Venture Exchange.

About Powerband Solutions Inc.

Powerband Solutions is a technology provider listed on the TSX-V. The company's cloud-based platform is revolutionizing how we buy, sell, lease and auction vehicles.

We seek Safe Harbor.