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File: Gulfstream - 20170808 GFL - NR - FINAL.DOCX

     
GULFSTREAM ACQUISITION 1 CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH HERMAN MARKET LTD.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
---> INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

TORONTO, ONTARIO, August 10, 2017 - Gulfstream Acquisition 1 Corp. (NEXX: GFL.H) ("Gulfstream" or the "Company"), a ca
--->pital pool company, is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with He
--->rman Market Ltd. ("Herman Market") which outlines the general terms and conditions of a proposed transaction (the "Pro
--->posed Transaction") that will result in Gulfstream acquiring all of the issued and outstanding shares of Herman Market
---> ("Herman Market").
The Proposed Transaction is currently expected to be completed by way of an acquisition of 100% of the common shares o
--->f Herman Market by Gulfstream that will result in Herman Market becoming a wholly-owned subsidiary of Gulfstream. 
Overview of Herman Market
Herman Market is in the business of designing, developing, producing and marketing an elevated contemporary  luxury me
--->n's and women's designer  apparel and accessories brand.  From 2014 - 2016 these products were developed and sourced t
--->hrough contract manufacturers located in British Columbia and Los Angeles. Through 2016 Herman Market significantly mo
--->dified its business operations by internalizing many of the critical value adding functions of the design, development
---> and manufacturing process.  In doing so Herman Market was able to increase the quality and sales volumes of its produ
--->cts to create a more controllable and scalable supply chain.  
Herman Market was originally founded by Raif Adelberg, who remains as the Creative Director and Executive of the busin
--->ess.  Raif is one of Canada's best known creative icons having worked with leading brands such as Wings and Horns and 
--->Herschel.  Raif is well respected as a fashion and streetwear cultural leader internationally.
Upon completion of the Proposed Transaction, Gulfstream will continue as a platform that focuses on building a balance
--->d and diversified consumer group with emphasis on favouring branded operating companies in the premium apparel, footwe
--->ar and accessories sectors. The focus will be on organically growing the existing brands through a global, omni-channe
--->l distribution strategy while continuing to seek opportunities to acquire accretive, complementary, premium brands. Th
--->e retail and consumer goods industries will change more in the next 10 years than they have over the past 40 according
---> to Accenture Strategy. Retailers and consumer goods companies could potentially unlock $2.95 trillion in value over t
--->he coming decade by accelerating digital transformation.

The Proposed Transaction
Gulfstream is expected to acquire 100% of the common shares of Herman Market. In consideration for all of the issued a
--->nd outstanding securities of Herman, Gulfstream will issue 19,913,514 common shares of Gulfstream. The shares being is
--->sued by Gulfstream will be subject to such trade restrictions as may be imposed under applicable securities laws inclu
--->ding any required pooling or escrowing required by the Exchange. 
 
It is anticipated that the LOI is to be superseded by a definitive agreement (the "Definitive Agreement") between Gulf
--->stream and Herman Market with such agreement to include representations, warranties, conditions and covenants typical 
--->for a transaction of this nature. The Proposed Transaction is subject to, among other things, receipt of the requisite
---> shareholder approval of Herman Market, final approval of the TSX Venture Exchange (the "Exchange") and the satisfacti
--->on of customary closing conditions, including the conditions described below. 
The Proposed Transaction is expected to constitute the Company's qualifying transaction (the "Qualifying Transaction")
---> pursuant to Policy 2.4 - Capital Pool Companies (the "Policy") of the Exchange. 
The Proposed Transaction is not a Non Arm's Length Qualifying Transaction pursuant to Section 2.1 of the Policy and, a
--->s such, the Company is not required to obtain shareholder approval for the Proposed Transaction. Gulfstream will chang
--->e its name to Diversified Portfolio Consumer Group Inc. ("DPCG") or such other name as may be acceptable to the Exchan
--->ge (the Company after the Proposed Transaction being referred to herein as the "Resulting Issuer").
It is currently anticipated that under the Proposed Transaction, each shareholder of Herman Market a "Herman Market Sh
--->areholder") will receive Gulfstream Shares in exchange for Herman Market Shares held by such holder.
None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the U.S
--->. Securities Act, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are ant
--->icipated to be issued in reliance upon available exemptions from such registration requirements and applicable exempti
--->ons under state securities laws. This press release does not constitute an offer to sell or the solicitation of an off
--->er to buy any securities.
Further details about the Proposed Transaction and the Resulting Issuer will be provided in a comprehensive press rele
--->ase when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in resp
--->ect of the Proposed Transaction.
Proposed DPCG Financing 
In connection with the Proposed Transaction, the Company will look to complete a best efforts private placement (the "
--->DPCG Financing") for gross aggregate proceeds of approximately $2.2 million, through the sale of common shares at a pr
--->ice per share of $0.30.  DPCG intends to use the net proceeds of the DPCG Financing for general corporate overhead and
---> Herman Market operations, which includes production of the Spring Summer 2018 Collection, Autumn Winter 2018 Sample C
--->ollection, continued enhancement of the e-commerce store, marketing/PR and general operating.
Conditions to Proposed Transaction 
Completion of the Proposed Transaction is subject to certain conditions precedent including, among other things:
closing of the DPCG Financing;
completion of satisfactory due diligence investigations by each of Gulfstream and Herman Market;
approval of the Proposed Transaction by the board of directors of each of Herman Market and Gulfstream;
approval of the Proposed Transaction by Herman Market shareholders; and,
receipt of any and all required consents, waivers and approvals from the Exchange, any securities regulatory authority
---> and any other third party having jurisdiction, including approval from the Exchange for the Proposed Transaction as i
--->ts Qualifying Transaction and the listing of the Resulting Issuer Shares on the Exchange.

Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies
--->. Gulfstream is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorsh
--->ip requirements pursuant to the policies of the TSXV; however, there is no assurance that Gulfstream will ultimately o
--->btain this exemption. Gulfstream intends to include any additional information regarding sponsorship in a subsequent p
--->ress release.
Proposed Management and Board of the Resulting Issuer 
It is currently anticipated that all of the current officers and all but one of the current directors of Gulfstream wi
--->ll resign from their respective positions with Gulfstream.  Upon completion of the Transaction the Board of DPCG will 
--->be comprised of  5 members of which Gulfstream will appoint one, Herman Market will appoint two, and a strategic advis
--->or to Herman Market will appoint two.  Subject to Exchange approval, on completion of the Proposed Transaction, it is 
--->currently anticipated that the board of directors of the Resulting Issuer will be: Dean Linden, Gordon Devin, Rhonda K
--->latik, Raif Adelberg, and Mark Korol.  
Rhonda Klatik will serve initially as DPCG's CEO. Ms. Klatik was instrumental as Managing Director and Head of Nationa
--->l Sales in growing Sentry Investments into one of the largest independent investment companies in Canada, from $2 bill
--->ion in assets to over $16 billion in assets during her tenure. She brings a strong retail network of financial advisor
--->s across the country and has shown tremendous ability in strategic planning and business development.
Non-Executive Board Members
Gordon Devin has had a 21 year career as a merchant, retailer and leader in the apparel space. Gordon most recently he
--->ld the position of Senior VP General Manager (Global) for Lululemon and was responsible for global sales in excess of 
--->$2.4 billion. Previously Mr. Devin was the Divisional General Manager for BONDS, Australia's largest apparel brand wit
--->h over 4000 doors of direct retail and digital. He was responsible for the overall performance and profitability of BO
--->NDS clothing. Mr. Devin holds a Bachelor of Business from the University of Technology Sydney.

Dean Linden is the co-founder and Managing Partner of Cypress Hills Partners. Cypress Hills Partners is a boutique alt
--->ernative merchant banking firm based out of Vancouver. The company specializes in the origination of private equity, s
--->pecialty private debt, and other uniquely structured products. Dean Linden has over 20 years of experience as a financ
--->ier and business development professional. He has spearheaded public companies in consumer finance, biotech, healthcar
--->e, media, entertainment, and natural resource sectors. From 2012 to 2015, Mr. Linden was a founding executive and part
---> of the successful build of Falco Resources (FPC-V), a public company listed on the TSX-V. 

Mr. Korol holds a Bachelor of Arts and Bachelor of Commerce in Finance from the University of Windsor and obtained his
---> Certified Public Accountant designation in Virginia in 2003 as well as his Chartered Financial Analyst designation in
---> 1992. Mr. Korol most recently was the Chief Financial Officer for Xela Enterprises Ltd. (October 2005 to December 201
--->6), a holding company with a wide range of commercial ventures. He is a director of Blue Planet Environmental Inc., (f
--->ormerly a public company listed on the Frankfurt Exchange) and is a director of Ellipsiz Communications Ltd., listed o
--->n the TSX Venture Exchange. Previously, Mr. Korol has acted as the Chief Financial Officer for CDI Education Corp., a 
--->public company listed on the TSX and ZENON Environmental Inc., a TSX listed water technology and treatment company. Mr
--->. Korol has his Institute of Corporate Directors designation (ICD.D). 
Gulfstream Advance and Loan to Herman Market
On the signing of the LOI, Gulfstream has provided a $25,000 non-refundable deposit to Herman Market. In addition, on 
--->Exchange Approval, Gulfstream will lend $225,000 to Herman Market as a refundable secured interest bearing loan.
Further Information
Further details about the Proposed Transaction and the resulting issuer will be provided in a comprehensive press rele
--->ase when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in resp
--->ect of the Proposed Transaction.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Pro
--->posed Transaction, any information released or received with respect to the Transaction may not be accurate or complet
--->e and should not be relied upon. Trading in the securities of a capital pool company should be considered highly specu
--->lative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approve
--->d nor disapproved the contents of this press release.
For further information please contact:
Charles Shin, Chief Executive Officer and Director
Email: cshin@gulfstreamcapital.ca 
Phone: (416) 846-5580

Rhonda Klatik, Executive Chairman
Email: rklatik@dpcgroup.ca
Phone: 604-763-7078

All information contained in this news release with respect to Gulfstream and Herman Market was supplied by the partie
--->s, respectively, for inclusion herein, and Gulfstream and its directors and officers have relied on Herman Market for 
--->any information concerning such party. 
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance 
--->and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 
--->the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the t
--->ransaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared in connection with the transaction, any information released or received with respect to the 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. Completion of the transaction is subject to a number of conditions, including but not l
--->imited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority sharehold
--->er approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There
---> can be no assurance that the transaction will be completed as proposed or at all. 
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared in connection with the transaction, any information released or received with respect to the 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.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved
---> the contents of this press release. 
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->Exchange) accepts responsibility for the adequacy or accuracy of this press release. 
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transactio
--->n, the future operations of the Company, Herman Market, and the Resulting Issuer and other statements that are not his
--->torical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate",
---> "expects" and similar expressions. All statements other than statements of historical fact, included in this release,
---> including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of t
--->he Company, Herman Market, and the Resulting Issuer are forward-looking statements that involve risks and uncertaintie
--->s. There can be no assurance that such statements will prove to be accurate and actual results and future events could
---> differ materially from those anticipated in such statements. Important factors that could cause actual results to dif
--->fer materially from the Company's, Herman Market, and the Resulting Issuer expectations include the failure to satisfy
---> the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time i
--->n the filings made by the Company, Herman Market, and the Resulting Issuer with securities regulations. 
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be in
--->correct. Events or circumstances may cause actual results to differ materially from those predicted, as a result of nu
--->merous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company,
---> Herman Market, and the Resulting Issuer. As a result, the Company, Herman Market, and the Resulting Issuer cannot gua
--->rantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. Th
--->e reader is cautioned not to place undue reliance on any forward-looking information. Such information, although consi
--->dered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ mat
--->erially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by t
--->his cautionary statement. The forward-looking statements contained in this news release are made as of the date of thi
--->s news release and the Company, Herman Market, and the Resulting Issuer will update or revise publicly any of the incl
--->uded forward-looking statements as expressly required by Canadian securities law.