Mr. David Salmon reports

TLO CAPITAL ENTERS INTO SHARE EXCHANGE AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION

Further to its press release of June 10, 2014, TLO Capital Corp. has entered into a definitive share exchange agreement with PartsCheck Systems Ltd. (PCS) and its shareholders, dated July 18, 2014, for the company's acquisition of all of the outstanding shares of PCS, which is intended to be the company's qualifying transaction under the policies of the TSX Venture Exchange.

Pursuant to the terms of the agreement, TLO will acquire all of the issued and outstanding shares of PCS from the shareholders of PCS by issuing approximately 8,005,000 postconsolidation common shares of the company to the holders of PCS shares, subject to the terms of the agreement.

A copy of the agreement will be filed under TLO's SEDAR profile. Information relating to the shareholders of PCS may be found on Schedule A of the agreement.

The qualifying transaction remains subject to TSX-V approval.

Consolidation of TLO shares

Prior to the completion of the acquisition, and subject to shareholder approval, TLO will complete a consolidation of its common shares on the basis of one postconsolidation TLO common share for each two TLO common shares issued and outstanding immediately prior to the consolidation.

The company is holding an annual general and special meeting of its shareholders on Aug. 15, 2014, and will, amongst other things, seek shareholder approval to the consolidation. The consolidation requires the approval of at least 66-2/3 per cent of the votes cast in person or by proxy of the TLO shareholders at the meeting.

Conditions of closing

Pursuant to the agreement, the obligations of the parties to complete the qualifying transaction is subject to the satisfaction of conditions precedent set forth in the agreement, including, but not limited to: (i) the receipt of all third party consents, necessary regulatory and TSX-V approvals, as well as TLO shareholder approval for the consolidation; (ii) the absence of any material breach of the representations, warranties and covenants made by each party to the other; (iii) the absence of any material adverse change for either of the parties; and (iv) other conditions that are customary for a transaction such as the qualifying transaction.

The agreement includes customary covenants for transaction such as the qualifying transaction.

Subject to satisfaction or waiver of the conditions precedent discussed in this press release and in the agreement, it is anticipated that the completion of the qualifying transaction will be completed as soon as possible after all approvals are obtained and, in any event, prior to Sept. 30, 2014.

Further information

TLO intends to appoint a sponsor in connection with the proposed acquisition, as required by the policies of the exchange. Information relating to sponsorship will be disclosed in a subsequent news release when available.

Financial statements for PCS are currently being prepared, and financial information relating to PCS will be disclosed in a subsequent news release, in accordance with exchange policies, when available.

We seek Safe Harbor.