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File: TLO - Press Release (SEA withPartsCheck)(July 25, 14)(FINAL for dissemination) (00062879).DOCX

TLO CAPITAL CORP.

TLO Capital Enters into 
Share Exchange Agreement for Proposed Qualifying Transaction
July 24, 2014 - Vancouver, British Columbia - TLO Capital Corp. (the "Company" or "TLO")(TSX Venture: TEE.P)  announce
--->s that further to its press release of June 10, 2014, it has entered into a definitive share exchange agreement (the "
--->Agreement") with PartsCheck Systems Ltd. ("PCS") and its shareholders, dated July 18, 2014, for the Company's acquisit
--->ion of all of the outstanding shares of PCS (the "Acquisition"), which is intended to be the Company's qualifying tran
--->saction under the policies of the TSX Venture Exchange (the "Qualifying Transaction").  
Pursuant to the terms of the Agreement, TLO will acquire all of the issued and outstanding shares of PCS from the shar
--->eholders of PCS by issuing approximately 8,005,000 post-consolidation common shares of the Company to the holders of P
--->CS shares, subject to the terms of the Agreement.
A copy of the Agreement will be filed under TLO's SEDAR profile at www.sedar.com.  Information relating to the shareho
--->lders of PCS may be found on Schedule "A" of the Agreement.
The Qualifying Transaction remains subject to TSX Venture Exchange ("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 (the "Consolidation") on the basis of one (1) post-consolidation TLO common share for each two (2) T
--->LO common shares issued and outstanding immediately prior to the Consolidation. 
The Company is holding an annual general and special meeting of its shareholders on August 15, 2014 (the "Meeting"), a
--->nd will amongst other things, seek shareholder approval to the Consolidation.  The Consolidation requires the approval
---> of at least 66 2/3% 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 sat
--->isfaction of conditions precedent set forth in the Agreement including, but not limited to: (i) the receipt of all thi
--->rd 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 o
--->ther; (iii) the absence of any material adverse change for either of the parties; and (iv) other conditions which 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 appr
--->ovals are obtained, and in any event, prior to September 30, 2014.
Further Information
TLO intends to appoint a sponsor in connection with the Proposed Acquisition, as required by the policies of the Excha
--->nge.  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.  

Cautionary Note:
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 
--->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 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.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to 
--->the proposal to complete the proposed Qualifying Transaction and associated transactions, including statements regardi
--->ng the terms and conditions of the proposed Qualifying Transaction, the Agreement and the Consolidation.  Although TLO
---> believes in light of the experience of its officers and directors, current conditions and expected future development
--->s and other factors that have been considered appropriate that the expectations reflected in this forward-looking info
--->rmation are reasonable, undue reliance should not be placed on them because the Company can give no assurance that the
--->y will prove to be correct.  Readers are cautioned to not place undue reliance on forward-looking information.  Actual
---> results and developments may differ materially from those contemplated by these statements depending on, among other 
--->things, the risks that the parties will not proceed with the proposed Qualifying Transaction, the Agreement, the Conso
--->lidation and associated transactions, that the ultimate terms of the proposed Qualifying Transaction, the Agreement, t
--->he Consolidation and associated transactions will differ from those that currently are contemplated, and that the prop
--->osed Qualifying Transaction, the Agreement, the Consolidation and associated transactions may change based on the Comp
--->any's due diligence and the receipt of tax, corporate and securities law advice for both parties.  The statements in t
--->his press release are made as of the date of this release.  TLO undertakes no obligation to comment on analyses, expec
--->tations or statements made by third parties in respect of the Company, PCS, their securities or their respective finan
--->cial or operating results (as applicable).
ON BEHALF OF THE BOARD OF DIRECTORS 
TLO CAPITAL CORP.


"David Salmon"   
David Salmon
President, CEO & Director
For further information, please contact:
TLO Capital Corp.
Marshall House - CFO
Phone:  (778) 960-4134
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Vent
--->ure Exchange) accepts responsibility for the adequacy or accuracy of this release.