Mr. Craig Leon reports

REVELSTOKE EQUITY INC. ANNOUNCES MERGER AGREEMENT WITH ZONETAIL INC., CONDITIONAL ACCEPTANCE OF QUALIFYING TRANSACTION AND FILING OF FILING STATEMENT

Revelstoke Equity Inc., further to the corporation's press release dated July 12, 2018, describing a proposed business combination with Zonetail Inc., a company which specializes in a mobile technology platform of local mobile content which, using a cloud-based content management system, connects user with their location and surroundings, has entered into a definitive merger agreement dated Nov. 5, 2018, with Zonetail and Revelstoke Subco Inc., a wholly owned subsidiary of the corporation. It is expected that the proposed transaction pursuant to the merger agreement will result in a reverse takeover of Revelstoke by Zonetail in accordance with the policies of the TSX Venture Exchange. Upon completion of the transaction, the combined entity (the resulting issuer) will continue to carry on the business of Zonetail.

The corporation is also pleased to announce that it has received conditional approval from the TSX-V for the transaction as the corporation's qualifying transaction, as such term is defined under TSX-V Policy 2.4, Capital Pool Companies. The conditional acceptance is valid for a 90-day period from Oct. 25, 2018. The corporation has filed on SEDAR its filing statement dated effective Nov. 5, 2018, in connection with transaction.

Subject to satisfaction of all conditions and approvals, including the satisfaction of the conditions of the TSX-V, the transaction is expected to close on or about Nov. 8, 2018, or such other date as may be agreed upon by Revelstoke and Zonetail. The corporation expects that the common shares of the resulting issuer will commence trading under the symbol ZONE on Nov. 14, 2018.

Merger agreement

Under the terms of the merger agreement, the transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Revelstoke Subco will amalgamate with Zonetail (the surviving entity, referred to as Amalco). Concurrently with closing of the transaction, Revelstoke is expected to change its name to Zonetail Inc., and, following completion of the transaction, it is anticipated that Amalco will immediately thereafter amalgamate with Revelstoke, and the resulting issuer will hold all of Zonetail's assets and conduct the business of Zonetail.

Pursuant to the terms of the merger agreement:

• Each common share of Zonetail (including the Zonetail shares issued upon the exercise of the existing subscription receipts and the conversion of the existing convertible debt of Zonetail) will be cancelled and replaced by one fully paid and non-assessable common share of Revelstoke (such ratio of 1:1 being the exchange ratio);
• All of the outstanding: (i) compensation warrants issued to certain agents for financings of Zonetail; (ii) common share purchase options of Zonetail; and (iii) common share purchase warrants of Zonetail, in each case that are not exercised prior to the closing date, shall be exercisable for resulting issuer shares in accordance their terms at the exchange ratio;
• The common shares of Revelstoke Subco will be cancelled and replaced by common shares of Amalco on the basis of one Amalco share for each Revelstoke Subco share;
• As consideration for the issuance of the Revelstoke shares to effect the amalgamation, Amalco will issue to Revelstoke one Amalco share for each Revelstoke share issued to the previous holders of Zonetail shares.

Upon closing of the transaction, an aggregate of approximately 64,774,130 resulting issuer shares will be issued and outstanding. It is expected that, immediately following completion of the transaction: (i) the current Revelstoke shareholders will hold 3,789,300 resulting issuer shares, representing approximately 5.9 per cent of the outstanding resulting issuer shares; (ii) the current Zonetail shareholders will hold 43,232,976 resulting issuer shares, representing 66.7 per cent of the outstanding resulting issuer shares; and (iii) the holders of existing subscription receipts and convertible debt of Zonetail will hold 17,751,854 resulting issuer shares, representing 27.4 per cent of the outstanding resulting issuer shares.

Pursuant to the terms of the merger agreement, completion of the transaction will be subject to a number of conditions, including, but not limited to, closing conditions customary to transactions of the nature of the transaction, requisite shareholder approvals, approvals of all regulatory bodies having jurisdiction in connection with the transaction and approval of the TSX-V, including the satisfaction of its initial listing requirements. There can be no assurance that the transaction will be completed as proposed or at all.

The transaction is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, on the basis that Craig Leon, a director of the corporation, is an indirect shareholder of Zonetail. The corporation is not required to obtain a formal valuation under MI 61-101 with respect to the transaction as it is able to rely on an exemption from the formal valuation requirement pursuant to Section 5.5(b) of MI 61-101. The corporation is also exempt from the minority approval requirement of MI 61-101 in respect of the transaction pursuant to Section 5.7(1)(b) of MI 61-101.

Trading halt

The Revelstoke shares are currently halted from trading, and the trading of Revelstoke shares is expected to remain halted pending completion of the transaction.

Additional information

For further information concerning the transaction and related matters, please refer to the press releases of the corporation dated Jan. 31, 2018, July 12, 2018, and July 13, 2018, available on SEDAR.

Investors are cautioned that, except as disclosed in the filing statement 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.

All information contained in this press release with respect to Revelstoke and Zonetail was supplied by the respective parties, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

We seek Safe Harbor.