Mr. Tim Harvie reports

TRACKX HOLDINGS INC.: REVERSE TAKEOVER COMPLETED

TrackX Holdings Inc., formerly Cougar Minerals Corp., has completed its previously announced reverse takeover transaction (RTO), pursuant to which it acquired TrackX Inc. The company's common shares will commence trading on the TSX Venture Exchange as a Tier 2 technology issuer under the symbol TKX once the TSX-V's conditions for listing are satisfied and the exchange issues its final exchange bulletin confirming the completion of the RTO. Trading is anticipated to commence on May 31, 2016.

Reverse takeover

Pursuant to the RTO, the company issued 26,816,392 postconsolidation common shares at a deemed price of 25 cents per common share and paid $250,000 in cash in exchange for all of the issued and outstanding securities of TrackX. Additionally, the company issued or reserved for issuance:

• 2,175,000 common shares to Fluensee Inc. as consideration for the purchase of a patent royalty;
• 750,000 common shares as finders' fees to parties at arm's length to the company for introducing TrackX to the company;
• Reserved for issuance a total of up to nine million common shares issuable to Equita Partners LLC and Fluensee Inc. under certain revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) performance milestones over the next 36 months, as set out in the company's filing statement dated May 5, 2016, and posted under the company's profile on SEDAR.

On closing of the RTO, TrackX became a wholly owned subsidiary of the company.

Consolidation and name change

On May 25, 2016, the company consolidated its common shares on the basis of one postconsolidation common share for each two preconsolidation common shares. The company has also changed its name to TrackX Holdings.

Private placement

Immediately prior to closing of the RTO, the company completed a private placement of 16.8 million common shares, with Haywood Securities Inc. acting as lead agent, for gross proceeds of $4.2-million (inclusive of the exercise of a 20-per-cent overallotment option). Proceeds from the private placement will be used as set out in the filing statement.

In connection with the private placement, the company paid the agent and its selling group aggregate cash commissions of $315,250, and issued to the agent and its selling group an aggregate of 1,264,000 compensation options. Each compensation option entitles the holder to purchase one common share at a price of 25 cents until May 26, 2018. The company also paid the agent a corporate finance fee consisting of $30,000 in cash and the issuance of 150,000 common shares. Additionally, company paid commissions on the private placement to finders (outside of the agent and its selling group) of $13,500 and issued the same finders an aggregate of 80,000 finders' warrants, with each finder's warrant having the same terms as the compensation options.

All securities issued pursuant to the private placement are subject to a four-month hold period expiring on Sept. 27, 2016.

Outstanding share capital and escrow

The company currently has a total of 55,293,143 common shares, 1,344,000 compensation options and finders' warrants, and 4.56 million incentive stock options exercisable to purchase up to an aggregate of 5,904,000 common shares of the resulting issuer outstanding, and an additional nine million common shares reserved for issuance as performance shares (see discussion above). An aggregate of 20,282,543 common shares are subject to escrow. The terms of the escrow are that 10 per cent of the escrowed common shares are released from escrow on closing of the RTO and an additional 15 per cent of the escrowed common shares will be released from escrow every six months thereafter over 36 months. Additionally, 13,316,392 common shares are subject to the TSX-V's seed share resale restrictions, with 20 per cent of these common shares being eligible for resale on closing of the RTO and 20 per cent being eligible for resale every three months thereafter over 12 months.

New board and management

Effective on the closing of the RTO, Ricky Chiu and Mark Tommasi resigned as directors of the company, and were replaced by Tim Harvie, Robb James, Darren Devine and Blair Garrou, with Darryl Cardey remaining as a director. Additionally, Mr. Cardey resigned as president and chief executive officer and Helen Ko resigned as chief financial officer, and were replaced by Mr. Harvie as CEO, president and chairman of the board, and Mark Lotz as CFO. Additionally, the board appointed Mr. James as chief marketing officer and Eddie Shek as chief strategy officer.

On closing of the reverse takeover, the company granted an aggregate of 4.56 million incentive stock options to directors, officer and consultants in accordance with the company's stock option plan. Each option is exercisable to purchase one common share of the company at a price of 25 cents until May 26, 2021.

Mr. Harvie said: "Proceeds from this financing will largely be used to expand upon implementations within our existing customer base and to respond to the rapidly growing number of new opportunities within the pipeline. We've penetrated a fairly significant number of new accounts and investors should look for us to scale as necessary to support installations of TrackX solution throughout those organizations.

"Our top priority is responding to demand from a number of Fortune 500 customers in various industries, including food and beverage, IT, horticulture, transportation and logistics, among others," said Mr. Harvie. "These existing customers represent hundreds of locations both nationally and internationally. Meanwhile, there are dozens more companies in the queue behind them. In support of this growth, TrackX will continue to build upon its implementation and service capability through both the hiring of additional staff, as well through significant partnerships with major implementation and integration service providers. This will allow TrackX to more effectively respond to customer demand and drive additional SAAS revenue for the business."

The company has entered into a consulting agreement with Knox Henderson to provide investor relation services to the company in consideration of the payment of $6,000 per month and the grant of 100,000 stock options to purchase up to 100,000 common shares of the company at a price of 25 cents, subject to vesting according to the company's stock option plan. The agreement and the grant of stock options to Mr. Henderson are subject to the acceptance of the TSX-V.

We seek Safe Harbor.