SBCC.P Spirit Banner Capital Corp

Spirit Banner II Capital Corp. (TSX-V: SBTC.P)  (“Spirit Banner II” or the “Corporation”), a capital pool company under policy 2.4 of the TSX Venture Exchange (the “TSXV”) announces that further to its press release dated March 25, 2019, announcing a binding letter of intent (the “LOI”) between the Corporation and Five Star Diamonds Ltd. to complete a proposed qualifying transaction (the “Transaction”), the parties have been unable to negotiate the terms of a definitive agreement satisfactory to both parties and consequently have mutually decided to terminate the LOI and abandon the Transaction.

The Corporation will continue to evaluate other acquisition opportunities with a view to completing a Qualifying Transaction.

About Spirit Banner II Capital Corp.

The principal business of Spirit Banner II is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses. Until the completion of its Qualifying Transaction, Spirit Banner II will not carry on business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction.

For further information, contact:

Spirit Banner II Capital Corp.Ali Haji, President and CEO +1.647.951.6508 ali@atmacapitalmarkets.com

Cautionary Note Regarding Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Corporation, including the Corporation’s goal of completing a Qualifying Transaction, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Corporation's current views and intentions with respect to future events, and current information available to the Corporation, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: receipt of applicable director, shareholder and regulatory approval of a Qualifying Transaction; changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Corporation with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com.

Should any factor affect the Corporation in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Corporation undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

NEITHER 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 OR ACCURACY OF THIS RELEASE.