Mr. Randy Clifford reports

GTO RESOURCES INC. ENTERS INTO SHARE EXCHANGE AGREEMENT

Further to its news release dated April 21, 2014, GTO Resources Inc. has released the following update.

The company has executed a definitive share exchange agreement with A.C.L. Computers and Software Inc. (ACL) effective May 23, 2014, to issue 72 million common shares at five cents per share, for an aggregate purchase price of $3.6-million to acquire all the issued and outstanding shares of ACL Computers & Software Ltd. of Maryland. The parties expect to close the share exchange transaction promptly following receipt of shareholder and regulatory approvals.

ACL was incorporated on Feb. 15, 1994, and provides a wide range of technology integration solutions, principally to major United States government contractors such as Lockheed Martin and Boeing, among many others. ACL is one of only 30 Tier 1 resellers authorized to buy MCM products directly from the manufacturer or distributor. All resellers that are Tier 2 or lower are required to purchase directly from an MCM Tier 1 reseller such as ACL. Shortly after acquiring the Tier 1 status, ACL won two MCM contracts with a combined value of over $16-million in revenue and is actively pursuing many other new opportunities.

Upon completion of the acquisition of ACL, the company will dispose of its existing mining assets. The company has applied to the Canadian Securities Exchange for the listing of its common shares with a view to eventually delisting from the TSX Venture Exchange.

Upon completion of the share exchange transaction, the directors of the company will be Adam Radly, Robert Bates, Chip Hackley and Randy Clifford. Mr. Radly is currently the chief executive officer of Xumanii International Holdings Corp., Mr. Bates is the chief financial officer of Xumanii International Holdings Corp. and Mr. Hackley is the CEO of Hermosa Capital Management LLC.

We seek Safe Harbor.