Mr. Pierre Setlakwe reports

ONECAP INVESTMENT CORPORATION ANNOUNCES ITS QUALIFYING TRANSACTION AND THE NOMINATION OF AN INTERIM CHIEF FINANCIAL OFFICER

OneCap Investment Corp. entered into an agreement on Feb. 24, 2017, with Rio Moche Exploration Inc., a private company, to acquire 100 per cent of the issued and outstanding common shares of Rio through a three-cornered amalgamation, subject to the following terms and conditions.

Approximately 26,721,178 OneCap common shares will be issued to the shareholders of Rio based on an exchange ratio of one OneCap share for each 2.3 outstanding shares of Rio at a deemed price of 20 cents per OneCap share. The quantity of common shares issued may be adjusted to reflect interim additional capital raises in Rio. All outstanding convertible securities of Rio (3.52 million options and six million warrants) shall be exchanged into OneCap's options and warrants having similar terms in accordance with the exchange ratio. The OneCap shares shall be issued pursuant to the provision of Section 2.11(b) of National Instrument 45-106, prospectus exemptions.

The proposed transaction does not constitute a non-arm's-length qualifying transaction as this expression is defined under Policy 2.4 and will not be subject to OneCap's shareholders approval but must be approved by a special resolution of Rio's shareholders.

No non-arm's-length party of OneCap has any direct or indirect beneficial interest in Rio.

No non-arm's-length party of OneCap is otherwise an insider of Rio.

There is no relationship between or among the non-arm's-length parties of OneCap and the non-arm's-length parties of Rio.

No deposit, advance or loan by OneCap is proposed to be made by OneCap to Rio.

It is anticipated that the resulting issuer will be a Tier 2 mining issuer pursuant to the requirements of the TSX Venture Exchange.

The transaction will be more fully described in the filing statement for a qualifying transaction to be submitted to the TSX-V.

Conditions to the transaction

Prior to the completion of the transaction and as a condition:

• The shareholders of Rio must approve the transaction by special resolution requiring 66.67 per cent of the votes cast in favour.
• All requisite regulatory approvals relating to the transaction must have been obtained.
• OneCap must complete the minimum amount of the concurrent private placement.
• The TSX-V must approve the listing of the OneCap shares.

Rio is expected to hold a special and general meeting of its shareholders on April 27, 2017. It is expected that the transaction will be completed in the days following the approval of the special resolution.

Concurrent financing

The transaction is conditional upon the completion of a concurrent private placement for minimum gross proceeds of $1-million and maximum gross proceeds of $2-million through the issuance of units by OneCap at a price of 20 cents per unit. Each unit will comprise one common share and one-half of one common share purchase warrant. Each full warrant will allow for the purchase of one OneCap share at a price of 25 cents for a period of 24 months.

The net proceeds of the financing will be used to complete phase 1 and commence phase 2 of the recommended work program as per the independent geological report of the Las Marias property prepared in accordance with National Instrument 43-101, standards of disclosure for mineral projects (1).

Assuming the minimum financing, $600,000 will go toward completing phase 1 and commencing phase 2 on Las Marias and $300,000 will be allocated for working capital. If the maximum proceeds are attained, $750,000 will be spent on Las Marias, $350,000 will be allocated for acquisitions in Colombia and $700,000 will be used for general working capital.

About Rio

Rio is a private company continued under the Canada Business Corporations Act by articles of continuance dated Dec. 31, 2011. Its predecessor, Trinity Mining Holding AG, was founded on April 26, 2007, under the laws of Switzerland. From the start, Rio has been engaged in mineral exploration with a focus on South America. Management's extensive international experience in mining projects at all stages of development and its disciplined approach to exploration programs have led it to withdraw from other projects and focus on its main asset: the Las Marias property.

Rio holds the option to acquire 100 per cent of the property, which covers over 512 hectares in the province of San Lucas, department of Bolivar, in Colombia. The option was acquired in July, 2016, is valid for five years, and, during such time, Rio must carry out exploration work for the aggregate total of $4.35-million (U.S.) and make cash payments totalling $1-million (U.S.) over the five-year period.

The property is located in a favourable geological mineral and structural setting for gold mineralization. Local government reports refer to over 40,000 artisan miners working in the area on high-grade gold-bearing veins. No systematic exploration using modern tools, nor any drilling, has ever been completed on the property. However, there are 14 active and inactive small-scale operations on site, where artisanal miners are, or have been, extracting high-grade gold ore, which can be observed and followed over a distance of two kilometres and a width of 400 metres, which may be indicative of a viable gold operation.

With political and social conditions steadily improving and an abundance of unexplored small-scale gold-producing properties, Rio expects to develop a strong presence in Colombia, starting with the planned exploration program on the property.

The resulting issuer

Following completion of the transaction, the board of directors of OneCap will be composed of Jean Depatie, MSc, Rejean Gosselin, Dr. Jacques Trottier, PhD, Jacques Authier, CPA, and Pierre Colas, BCom. Mr. Gosselin will act as chief executive officer.

                                                                                        Percentage of 
                                                       Number of                  OneCap shares after
                                           Position   Rio shares                    minimum financing
                                               with   shares and    Number of      (38,635,278 shares)
                            Position      resulting   percentage       OneCap   and maximum financing
Insider                     with Rio         issuer       of Rio       shares      (43,635,278 shares)
 
Jean Depatie             Chairman of    Chairman of    9,770,000,   4,247,019                  10.99%,
(province of Quebec)       the board      the board       15.89%                                9.73%
Goldcorp Inc.                Insider            N/A    8,000,000,   3,477,600                9.00% (1)
(province of British                                         13%                                7.97%
Columbia)                                                        
Rejean Gosselin         Director and   Director and    5,100,000,   2,216,970                   5.74%,
(province of Quebec)       president      president        8.30%                                5.08%
Jacques Trottier            Director       Director    2,381,182,   1,035,100                   2.68%,
(province of Quebec)                                       3.90%                                2.37%
Jacques Authier                 N/A        Director    1,000,000,     434,700                   1.13%,
(province of Quebec)                                       1.60%                                1.00%
Pierre Colas                    N/A        Director    1,150,000,     499,905                   1.29%,
(province of Quebec)                                       1.90%                                1.15%

(1) Goldcorp also holds warrants in Rio to be exchanged for 2,608,696 OneCap share purchase warrants,
having an exercise price of 20 cents and a term of 24 months from the closing date of the transaction.

Jean Depatie

Internationally recognized expert in the mining world in financing, takeovers, and mergers and acquisitions, Mr. Depatie has been at the forefront of the mining industry for the past 45 years. He has been a director of Glamis Gold Ltd. that was sold to Goldcorp, creating a $21.3-billion entity, a past director of Novicourt Inc. (acquired by Xstrata PLC, now Glencore PLC) and a past director of Consolidated Thomson Iron Mines Ltd. (acquired by Cliffs Natural Resources Inc. in a $4.9-billion transaction in 2011). As the vice-president of exploration for Sullivan Mines, Mr. Depatie was directly involved in the reactivation of the Win-Eldrich gold mine. As the president and CEO of Louvem Mines Inc. he was instrumental in the discovery of the Louvicourt base metal mine and the development of the Beaufor gold mine in Quebec (later sold to Richmond Mines Inc.). In Peru, as a director of Gold Hawk Resources Inc., Mr. Depatie was involved in the acquisition and reactivation of the Cobre San Juan base metal mine located in San Mateo (later sold to Nyrstar NV, a Dutch company). Mr. Depatie put the world's largest graphite mine into production, the Stratmin Lac-des-Iles graphite mine in Quebec (now Timcal of Imreys SA), for which he was awarded the Prix d'Excellence by the government of Quebec. Mr. Depatie has served many public companies at the highest levels and has been actively involved in exploration and economic geology, including vice-president of exploration for SNC-Lavalin Group Inc. for seven years. Mr. Depatie is also chairman of Dynacor Gold Mines Inc. A past president of the L'association professionnelle des geologues et des geophysiciens du Quebec (the Professional Association of Geologists and Geophysicists of Quebec), Mr. Depatie holds a bachelor of arts degree in mathematics and physics from the University of Montreal, and both bachelor of science and master of science degrees in geology from Laval University.

Rejean Gosselin

Mr. Gosselin graduated from Laval University in 1979 with an MSc in geology. He has worked as a consulting geologist on uranium, gold and base metals mining exploration projects in Canada, the United States and South America since 1979. For the past 35 years, Mr. Gosselin acted as founder and promoter of numerous junior mining companies exploring for different commodities in Canada, West Africa and Mexico. Mr. Gosselin is responsible for gold, nickel-copper-platinum-group-element and zinc-copper discoveries in Canada and Mexico (Souart gold deposit, Abitibi, Delta nickel-copper-platinum-group-element deposit, Ungava and Bolivar zinc-copper mine in Mexico). Recent involvements include Dia Bras Exploration Inc. as president and CEO from 2003 to 2008 and most recently as chairman of the board of Maya Gold & Silver Inc.

Dr. Jacques Trottier

Dr. Trottier, an expert geologist, is renowned for the quality and diversity of his research projects spanning the entire globe over the last two decades. His contribution to the reputation of the Quebec and Canadian mining industries, both locally and internationally, is worth mentioning. Dr. Trottier received his PhD in geological engineering from l'Ecole Polytechnique de Montreal (1987), a bachelor's degree in geology (1978) and a master's degree in geochemistry from the Universite du Quebec a Montreal (1982). Over the course of his academic career, Dr. Trottier has published numerous articles in several international publications such as Economic Geology and Mineralium Deposita. Recognized by his colleagues for his expertise in geology and his entrepreneurship, he was awarded the annual geoscience award from the Association of Professional Geologists and Geophysicists of Quebec in 1993. In 1996, he founded and was president of Sulliden Exploration Inc. and developed some promising partnerships in Peru. Among his realizations are the discovery of two cupro-auriferous porphyry systems (Cementerio and San Antonio) as well as a massive sulphide zone with a high concentration of zinc-silver-lead (PunaPuna) located in the north and central part of the country, respectively. This later discovery led him to be awarded the title of Peru's prospector of the year in 2000 by the Honor al Merito Minero Expert Committee. Mr. Trottier is currently the executive chairman of the board of Exploration Amex Inc.

Pierre Colas

Mr. Colas is a retired Quebec-based investment banker and was most recently vice-president and managing director of investment banking at Industrielle Alliance Securities Inc. Prior to his appointment at IAS, he was first vice-president of investment banking at Desjardins Securities Inc. He has successfully transacted over $5-billion in equity financing and participated in the initial public offerings of more than 100 new companies. Mr. Colas was a member of the advisory committee on the small- and mid-cap companies for the Autorite des marches financiers in Quebec and was a member of the TSX Venture Exchange advisory committees until recently. Mr. Colas holds a bachelor's degree in commerce from the University of Concordia, Montreal.

Jacques Authier

Mr. Authier is a chartered professional accountant, holding an MSc Comm from the University of Sherbrooke, offering consulting services in the areas of tax planning, wealth management and corporate finance. Mr. Authier was a partner at the international accounting firm Ernst & Young from 1988 to 2009, where he developed extensive expertise in audit services, corporate finance and tax planning. Since then, he has acted as financial consultant for high-net-worth families, and he has been involved in several privately owned enterprises as partner and director.

OneCap will ask the TSX-V for an exemption from the sponsorship requirements contemplated by Policy 2.2, sponsorship and sponsorship requirements of the TSX-V.

Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the qualifying transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the qualifying transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the qualifying transaction, any information released or received with respect to the qualifying transaction may not be accurate or complete, and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Pierre Bonin, currently a director of OneCap, was appointed interim chief financial officer of OneCap on Aug. 25, 2016.

(1) National Instrument 43-101 technical report on the Las Marias gold property, department of Bolivar, Colombia, with an effective date of Aug. 12, 2016, prepared by Pierre O'Dowd, pro geologist and independent qualified person.