03:39:15 EDT Fri 24 May 2019
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Big Rock Labs Inc
Symbol C : BLA
Shares Issued 20,230,000
Close 2017-02-06 C$ 0.08
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Big Rock to acquire oil and gas company in RTO

2017-04-13 17:59 ET - News Release

Mr. Harald Seemann reports

BIG ROCK LABS ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER AND NAME CHANGE

Big Rock Labs Inc. has entered into a non-binding letter of intent (LOI) with respect to a proposed reverse takeover (RTO) of 1945894 Ontario Ltd. (hereinafter Oil & Gas Co. or corporation) and its wholly owned U.S. subsidiary.

The company will seek approval from its shareholders and the Canadian Securities Exchange (CSE) to change the company's business from a technology company to an energy resource company. The company intends to complete a name change in connection with the proposed RTO. The company's board of directors will propose the RTO and name change at the company's 2017 annual general and special meeting on June 23, 2017, in Toronto, Canada.

About Oil & Gas Co.

Oil & Gas is an Ontario-based oil and gas corporation led by Peter Bilodeau as chief executive officer. The corporation is focused on oil production, exploration and well development in southwestern Ontario and Michigan, targeting projects with potential for significant light oil reserves. Oil & Gas has a robust portfolio of low-risk and low-cost projects with scalability. The corporation's current focus is to identify low-cost production acquisition opportunities and to resume oil production at its proven Michigan project. Oil & Gas plans to update the oil resource in a qualifying report according to National Instrument 51-101 before closing of the RTO.

The corporation has an experienced management team and board with oil and gas exploration and operational expertise, combined with a strong financial and capital markets background. Management and the board have collectively invested more than $2-million in Oil & Gas. Favourable economics and low-cost leasing rights with limited competition make Ontario and Michigan attractive areas to operate in.

Peter Bilodeau, MBA, FICB, president, CEO and director

Mr. Bilodeau has an extensive background in corporate finance, management, financial consulting, and oil and gas production, exploration and development. Through the work experiences gained during his career, Mr. Bilodeau has become a multifaceted executive with expertise in areas such as strategic planning, new business development, marketing strategy, operations, finance management and client services. Prior to launching his entrepreneurial career, he worked for one of Canada's major chartered banks in commercial lending, quickly advancing to the senior management ranks. He is a former real estate appraiser with extensive experience in various types of real property valuation. Mr. Bilodeau's business prowess is frequently called upon through his finance and consulting business, and as a member of the boards of directors of several companies in the oil and gas, manufacturing, retail, and financial services sectors. Mr. Bilodeau has a master of business administration degree with a specialty in financial services from Dalhousie University, Halifax, N.S., Canada.

The purpose of the LOI is to reflect the desire of both parties to effect a reverse takeover, pursuant to which Big Rock plans to issue one consolidated Big Rock share for each of the 38 million issued and outstanding common shares of Oil & Gas through a share exchange, amalgamation, plan of arrangement or such other comparable form as determined by Big Rock and Oil & Gas following a review of all relevant tax, corporate and securities law considerations, and a due diligence review. Pursuant to the transaction and subject to adjustment prior to the execution of a definitive agreement, each outstanding Oil & Gas common share shall be exchanged into one common share of the resulting issuer, and every two outstanding Big Rock common shares shall be exchanged into one common share of the resulting issuer for a total of 10,115,000 consolidated Big Rock shares.

The proposed transaction is subject to a number of conditions, including, but not limited to: (1) review and approval of the transaction by the boards of directors of Big Rock and Oil & Gas, and any requisite shareholder approval, and (2) review and approval of the Canadian Securities Exchange and all other regulatory bodies having jurisdiction in connection with the subject transaction. The parties anticipate entering into a definitive agreement setting out in more detail the proposed terms of the transaction by May 29, 2017. More details will follow in the company's information circular and the resulting issuer's listing statement that will comply with the listing requirements of the CSE policies for energy resource companies. The transaction would be characterized as a fundamental change in the company (CSE Policy 8) with a change of management and control.

Oil & Gas intends to complete an equity financing of up to $250,000 so that the resulting issuer has sufficient working capital to meet the Canadian Securities Exchange's listing requirements for an energy resource company; and every Oil & Gas share issued pursuant to the pre-RTO financing will be exchanged for one consolidated Big Rock share at the closing of the RTO. It is agreed that any increase of the pre-RTO financing in excess of $250,000 is subject to the prior written approval of Big Rock. The current Big Rock Labs shareholders would own a total of 21.02 per cent of the resulting issuer before the pre-RTO financing and 19.04 per cent of the resulting issuer after the pre-RTO financing.

The board of directors of the resulting issuer shall comprise up to five directors, of which two individuals shall be the nominees of Big Rock and threeindividuals shall be the nominees of Oil & Gas. Big Rock shall amend its incorporation documents and articles authorizing the resulting issuer to have a board of directors of up to seven members. Any additional members over the initial five members shall be invited to the board only if they provide material benefit to the resulting issuer's future, as agreed by the board.

Additional information with respect to the transaction will be provided in subsequent press releases.

About Big Rock Labs Inc.

Big Rock Labs is an emerging Canadian technology company that specializes in digital product research and development. The company is proposing a reverse takeover and name change as described above.

We seek Safe Harbor.

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