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File: News Release re LOI (FINAL) Oct 13, 2016.docx



WOLFPACK CAPITAL CORP. ANNOUNCES QUALIFYING TRANSACTION
October 13, 2016, Kelowna, British Columbia - Wolfpack Capital Corp. ("Wolfpack" or the "Company")  (TSX VENTURE: WLP.
--->P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange ("TSX-V"),  s pleased to announce it has
---> entered into a letter of intent dated October 7, 2016 (the "LOI") with Hydrate Resources Corp. ("HRC") to acquire all
---> of the issued and outstanding shares of HRC (the "Transaction"). HRC is a private British Columbia oil and gas compan
--->y registered to do business as an extra-provincial corporation in Alberta. The Transaction will constitute Wolfpack's 
--->Qualifying Transaction as defined in the policies of the TSX-V. 
HRC's principal asset is an asset purchase agreement with an effective date of September 1, 2016, in connection with t
--->he purchase of certain P&NG assets from Crimson Oil and Gas Ltd., as described in detail below.  
About the Transaction
Pursuant to the terms of the LOI, subject to execution of a definitive acquisition agreement and receipt of applicable
---> regulatory and TSX-V approvals, Wolfpack will issue 18,684,058  common shares at a deemed issue price of $0.15 per co
--->mmon share to acquire all of the issued and outstanding shares of HRC for deemed aggregate consideration of $2,802,609
--->. There are currently 3,499,000 shares of Wolfpack issued and outstanding and 440,000 options exercisable at $0.10. Th
--->e expiry of these options will be extended for a period of twelve months after closing of the Transaction. Current hol
--->ders of Wolfpack common shares will hold approximately 16% of the Wolfpack shares and holders of HRC shares will hold 
--->approximately 84% of Wolfpack shares issued and outstanding before giving effect to the HRC Funding described below. 
HRC shall complete a funding limited to Officers, Directors and associates of HRC and Wolfpack subscribing for a minim
--->um of $500,000 and up to $1,250,000 at $0.15 per share for the issuance of 3.33 million to 8.33 million common shares 
--->of HRC or securities convertible into common shares of HRC (the "Funding"). Each additional HRC share issued pursuant 
--->to the Funding will be converted to Wolfpack shares at a ratio of 1 HRC share to 0.95 Wolfpack shares. 
The Transaction is an "arm's length transaction" as defined by TSX-V policies and as such it is not expected the Trans
--->action will require shareholder approval. Upon completion of the proposed transaction, Wolfpack will be listed on the 
--->TSX-V under the name Hydrate Resources Corp., or such other name as is acceptable to the board and the TSX-V, as a tie
--->r 2 oil and gas issuer. 
Financing (CDN$)
Subject to completion of the Transaction, but not as a condition to completion, Wolfpack intends to raise approximatel
--->y $3,500,000 to $5,000,000 by way of a private placement, the terms of which are currently being negotiated and which 
--->will be disclosed in a follow-up news release. The funds will be used for operating capital and the acquisition of add
--->itional capital assets. Finders' fees may be paid in connection with the private placement in accordance with TSX-V po
--->licies. All securities issued by the Company in connection with the Transaction will be subject to a statutory four mo
--->nth hold period. 
Board of Directors and Insiders following completion of the Transaction
The following individuals will serve as directors and officers of the resulting issuer. The identity of the proposed C
--->hief Financial officer and details regarding his background will be provided in a follow-up news release. 
Garth Evan Johnson, Chief Executive Officer, Corporate Secretary and Director
Mr. Johnson is a successful executive, independent businessman and a Chartered Professional Accountant with 19 years o
--->f experience in the oil and gas business as a senior executive and as a director. In 2001, Mr. Johnson was appointed C
--->FO of  TAG Oil Ltd. and in 2007, he also accepted the role as CEO of TAG Oil performing both roles until he resigned a
--->s TAG Oil's CFO in 2009 and then resigning as TAG's CEO in 2015. Mr. Johnson, realizing that crisis in the oil and gas
---> business will create a buying opportunity in the industry, co-founded Hydrate Resources Corp., a private company in s
--->earch of new, affordable, growth-oriented, acquisition opportunities in the oil and gas business.  As CEO and Corporat
--->e Secretary of Hydrate Resources Corp., he is responsible for the overall direction, governance, management, financing
---> and operation of the business.
Drew Cadenhead, President, Chief Operating Officer and Director
Mr. Cadenhead is a professional exploration geologist and independent businessman who began his career 36 years ago in
---> Western Canada. In 2003, Mr. Cadenhead accepted the position of President and CEO of TAG Oil Ltd. Mr. Cadenhead held 
--->the positions of President and then subsequently became Chief Operating Officer with TAG for approximately 9 years.  M
--->r. Cadenhead resigned his position with TAG Oil Ltd. in 2015 to become a co-founder, COO and a Director of Hydrate Res
--->ources Corp. HRC began investigating and securing acquisition opportunities of producing oil and gas properties in Wes
--->tern Canada, in particular, strong technical assets that are under financial stress in today's commodity price environ
--->ment. Mr. Cadenhead holds a Bachelor of Science degree, Major in Geology from the University of Calgary and is a regis
--->tered member of APEGA (Association of Professional Engineers, Geoscientists of Alberta). As President and COO of Hydra
--->te Resources Corp., he is responsible for the overall direction and management of the business as well as oil and gas 
--->asset performance.
Douglas Ellenor, Director
Dr. Ellenor has 45 years of experience in the petroleum exploration and production industry, having spent 25 of those 
--->on international assignments with the Royal/Dutch Shell Group in Australasia, Europe and North and South America. He l
--->eft Royal/Dutch Shell in 1996, after spending 4 years as CEO of the Shell Companies of Colombia to become CEO of the C
--->olombian exploration and production company, Hocol SA, a position he held until 1998. Following a posting as Business 
--->Development Director in London with Nimir Petroleum Ltd., he returned home to Canada and established an oil and gas co
--->nsulting company. In 2002, he returned to Hocol SA on temporary assignment as CEO prior to returning to his consultanc
--->y in early 2004. He holds a PhD in geology from the University of New England, Australia. He has served on the board o
--->f directors of various junior oil companies and is currently on the board of Amerisur Resources plc, a company with ex
--->ploration and production activities in South America. He is a registered Professional Geoscientist in British Columbia
---> and member of the American Association of Petroleum Geologists and Canadian Society of Petroleum Geologists.
Jack Doyle, Director
Mr. Doyle is a petroleum engineer with over 30 years of experience in the Canadian and international energy industry a
--->nd is a current member of APEGA. He co-founded Base Engineering in 2005 and has a proven ability to bring technical, c
--->ost sensitive and project management expertise to construction, drilling, completions and workover projects. He has ma
--->naged drilling and completion operations for a number of companies including Amoco Canada, Dominion Exploration, North
--->star Energy and Hawker Resources.
David Sidoo, Insider upon Closing 
Mr. Sidoo oversees a successful private investment banking and financial management firm. Upon graduating from the Uni
--->versity of British Columbia in 1982, he was drafted to play professional football with the Canadian Football League.  
--->Mr. Sidoo retired from football in 1988 and entered the brokerage business. He became a broker at Yorkton Securities a
--->nd quickly became one of the company's top revenue generators. He went on to become Partner and Advisory Board Member 
--->at Yorkton, consistently generating commissions that ranked in the top five nationally. In 1999, he left Yorkton to pu
--->rsue private investment banking. Mr. Sidoo was founding shareholder of American Oil & Gas Inc. (NYSE-AEZ) which sold t
--->o  Hess Corporation in December 2010 for over US$630 million in an all-stock transaction. Mr. Sidoo then raised $30 mi
--->llion for  East West Petroleum, which grew from an exploration company to a current oil producer in the Taranaki basin
---> in  New Zealand. In 2008, The Vancouver Sun voted Mr. Sidoo one of the top 100 South Asians making a difference in Br
--->itish Columbia. He currently sits on the Board of Governors for the University of British Columbia. Mr. Sidoo was awar
--->ded the Order of British Columbia on June 14, 2016, the Province of British Columbia's highest civilian honour. 
Dev Randhawa, Insider upon Closing
Mr. Randhawa is an experienced CEO with a strong track record of growing resource, mining exploration and energy compa
--->nies. Northern Miner Magazine named him 'Mining Person of the Year 2013' and Finance Monthly awarded him with their 'D
--->eal Maker of the Year 2013' award. Currently he is the CEO of Fission Uranium and Fission 3.0 Corp. Mr. Randhawa found
--->ed Strathmore Minerals Corp. in 1996 and remained CEO until September 2008. In 2007, Mr. Randhawa spun Fission Energy 
--->Corp. out of Strathmore to focus on uranium exploration in Saskatchewan.  He remained as CEO and Chairman until the co
--->mpany sold its Waterbury Lake discovery and a large selection of its assets to Denison Mines in 2013. Fission Uranium 
--->Corp. was spun out with the remaining Fission Energy assets as part of the agreement with Denison. In 2011, Fission En
--->ergy was named a TSX Venture 50(r) Company. "The TSX Venture 50(r) are the top 10 companies listed on the TSX Venture 
--->Exchange, in each of the five major industry sectors - mining, oil & gas, technology & life sciences, diversified indu
--->stries and clean technology - based on a ranking formula with equal weighting given to return on investment, market ca
--->p growth, trading volume and analyst coverage. All data was as of December 31, 2010."  Mr. Randhawa received a Bachelo
--->rs Degree in Business Administration with honours from Trinity Western College of Langley, British Columbia in 1983 an
--->d received his Master in Business Administration from the University of British Columbia in 1985. 

Proposed Finder's fee
Mr. David Sidoo assisted Wolfpack in securing the Agreement between Wolfpack and HRC. Pursuant to an agreement between
---> Wolfpack and Mr. Sidoo, Wolfpack has agreed to pay Mr. Sidoo the maximum allowable finder's fee allowed by, and subje
--->ct to the approval of, TSX-V and will consist of Wolfpack common shares at a deemed issue price of $0.15 per common sh
--->are, subject to a four month hold period and cash upon closing of the Agreement, in full satisfaction of the finders' 
--->fee agreement. 
About Hydrate Resources Corp.
Based in Vancouver, British Columbia, HRC is a privately held corporation incorporated under the laws of British Colum
--->bia and registered as an extra-provincial corporation in Alberta, and is controlled by Garth Johnson, of Surrey, Briti
--->sh Columbia and Drew Cadenhead, of Taranaki, New Zealand. HRC was founded in 2015 and its activities consist of identi
--->fying and securing for acquisition, affordable, growth-oriented oil and gas assets with proven oil and gas reserves an
--->d associated production. Further details regarding HRC's summary financial information will be provided in a follow-up
---> news release. 
HRC seeks to become a leading oil and gas company focused on acquiring affordable, small to medium sized proven oil an
--->d gas assets with significant upside and achieving growth through further acquisitions, combined with low-risk, techni
--->cally diligent drilling, infrastructure ownership and growing reserves through proven enhanced oil recovery techniques
--->. 
Effective September 1, 2016, HRC entered into a definitive Purchase and Sale Agreement with Crimson Energy Ltd. and Cr
--->imson Oil & Gas Ltd. (together "Crimson") to initially acquire 50% of their Bigoray Assets (the "Assets") located in A
--->lberta, Canada and with an option to acquire 100% of Crimson's Bigoray Assets at any time on or before April 30, 2017.
--->  The Crimson companies are both corporations registered to do business in the Province of Alberta. Details of the Pur
--->chase and Sale Agreement and of the Assets are provided below:
Purchase and Sale Agreement Terms
HRC will pay Crimson $750,000 cash to acquire 50% of the Assets.

HRC will pay the first $3,000,000 of capital costs (50% to Crimson's account and 50% to HRC's account) to develop and 
--->enhance the Assets and any after-acquired Assets.

HRC will own an option to acquire Crimson's entire right, title, estate and interest in and to the Assets, any after-a
--->cquired assets and any additional wells for a price of $4.25 million until April 30, 2017, or as mutually extended by 
--->Crimson and HRC.

HRC has agreed to provide Crimson a $500,000 loan secured via a fixed charge on the Assets and a floating charge on al
--->l other property and assets of Crimson. Upon closing of the Purchase and Sale Agreement, the loan will be credited tow
--->ard the purchase price of $750,000. The loan will be used primarily to develop, enhance and increase ownership in the 
--->Assets, as well as for working capital for Crimson.

Bigoray Asset Description
As evaluated by McDaniel & Associates Consultants Limited, an independent qualified reserves evaluator ("QRE") as defi
--->ned in NI 51-101, as at July 1, 2016 and based on a total  interest held in the Bigoray area currently owned by Crimso
--->n:

946,000 BOE of Proved Reserves with an estimated net present value before tax ("BT") and discounted at 15% of $6,469,7
--->00 and; an estimated net present value discounted at 10% of $8,459,400.

1,399,350 BOE of Proved and Probable Reserves with an estimated net present value BT and discounted at 10% of $10,695,
--->700.

An updated reserve evaluation report prepared in accordance with NI 51-101 will be prepared reflecting HRC's 50% inter
--->est of Crimson's interest in the Bigoray Area assets.
 




 Company Proved and Probable Reserves and Value by Reserve Category
 
 
 Proved Reserve Category
 
Oil (1)
 
MMCF
 
NGL
 Total BOE
 
PV15% BT
 
PV10%BT
 
 PDP
 0
 192.9
 7,700
 39,850
 $      (4,100)
 $    (17,800)
 
 PDNP
 548,700
 1,386.3
 126,800
 906,550
 $ 6,473,800
 $  8,477,200
 
 PUD
 0
 -
 0
 0
 $                0
 $                0
 
 Total Proved
 548,700
 1,579.2
 134,500
 946,400
 $ 6,469,700
 $ 8,459,400
 
 
 
 
 
 
 
 
 
 Probable Reserve Category
 
Oil (2)
 
MMCF
 
NGL
 Total BOE
 
PV15% BT
 
PV10%BT
 
 PDP
 0
 91.3
 3,700
 18,917
 $      36,000
 $      39,900
 
 PDNP
 126,000
 341.6
 16,600
 199,517
 $ 1,259,100
 $ 1,858,100
 
 PUD
 192,000
 192.0
 10,600
 234,600
 $     50,500
 $    338,300
 
 Total Probable
 318,000
 624.9
 30,900
 453,034
 $1,345,600
 $ 2,236,300
 
 
 
 
 
 
 
 
 
 Proved & Probable Reserve Category
 
Oil (3) 
 
MMCF
 
NGL
 Total BOE
 
PV15% BT
 
PV10%BT
 
 PDP
 0
 284.2
 11,400
 58,770
 $      31,900
 $         22,100
 
 PDNP
 674,600
 1,727.9
 143,400
 1,105,980
 $ 7,732,900
 $  10,335,300
 
 PUD
 192,000
 192.0
 10,600
 234,600
 $      50,500
 $       338,300
 
 Total Proved & Probable
 
866,600
 
2,204.1
 
165,400
 
1,399,350
 
$ 7,815,300
 
$  10,695,700
 
 Proved Reserves of 946,400 BOE consist of 548,700 barrels of oil made up of 522,800 barrels of light and medium oil a
--->nd 25,900 barrels of heavy oil. Additionally proved reserves consist of 263,200 BOE of conventional natural gas and 13
--->4,500 barrels of NGL's as classified in the Canadian Oil And Gas Evaluation Handbook ("COGEH").

Probable Reserves of 453,000 BOE consist of 318,000 barrels of oil made up of 122,200 barrels of light and medium oil 
--->and 195,800 barrels of heavy oil. Additionally proved reserves consist of 104,150 BOE of conventional natural gas and 
--->30,900 barrels of NGL's as classified in the Canadian Oil And Gas Evaluation Handbook ("COGEH").

Proved and Probable Reserves of 1,399,400 BOE consist of 866,600 barrels of oil made up of 644,900 barrels of  light a
--->nd medium oil and 221,700 barrels of heavy oil. Additionally proved reserves consist of 367,350 BOE of conventional na
--->tural gas and 165,400 barrels of NGL's as classified in the Canadian Oil And Gas Evaluation Handbook ("COGEH").

Note:  A BOE conversion ratio of 6 Mcf:1 bbl has been used in the calculation of barrels of oil equivalent or BOEs, an
--->d is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a 
--->value equivalency at the wellhead.  The use of the term BOE may be misleading, particularly if used in isolation.  Res
--->erves estimates as disclosed herein have been prepared by McDaniel & Associates Consultants Ltd. in accordance with st
--->andards contained in the Canadian Oil and Gas Evaluation (COGE) Handbook, and reserves definitions used in the prepara
--->tion of these estimates are as set out by the Canadian Securities Administrators in National Instrument 51-101 with re
--->ference to the COGE Handbook.  All reserve evaluations of set forth in the press release are based on McDaniel & Assoc
--->iates Consultants Ltd pricing assumptions as at July 1, 2016. It should not be assumed that the reserve values estimat
--->ed by the McDaniel & Associates Consultants Ltd report represents the fair market value of the reserves set forth in s
--->uch report. There is no assurance that the future price and cost assumptions used in the McDaniel & Associates Consult
--->ants Ltd report will prove accurate and variances could be material. The recovery and reserve estimates of oil, natura
--->l gas and NGL provided herein are estimates only and there is no guarantee that the estimated reserves will be recover
--->ed. Actual oil, natural gas and NGL reserves may be greater than or less than the estimates provided herein. After Jul
--->y 1, 2030, the pricing assumptions used in the McDaniel & Associates Consultants Ltd Report escalate at an annual rate
---> of 2%.

Ownership of all lands, petroleum and natural gas rights, wells, facilities and pipelines necessary for production and
---> sales, including batteries, pipelines.

Interests in two Devonian aged, Nisku pools that provide HRC a growth opportunity through implementation of an enhance
--->d oil recovery program conducted successfully in similar pools in close proximity to the Assets.

Large 2D and 3D seismic data sets covering prospective formations contained within the Assets including Nisku, Pekisko
--->, Cardium and Mannville formations.

Significant Closing Conditions
The completion of the Transaction is subject to the approval of TSX-V and all other necessary regulatory approval. 
The completion of the Transaction is also subject to additional conditions precedent, including completion of the Fund
--->ing, HRC's completion of the Purchase of the Assets, shareholder approval of Wolfpack and HRC, satisfactory completion
---> of due diligence reviews by the parties, execution of a definitive agreement, board of directors approval of Wolfpack
---> and HRC, and certain other usual conditions.
When a definitive agreement between Wolfpack and HRC is executed, which is expected to occur shortly, in accordance wi
--->th the policies of the TSX-V, Wolfpack will issue a subsequent press release containing additional details of the defi
--->nitive agreement and terms of the Transaction, including information relating to sponsorship, summary financial inform
--->ation in respect of HRC, and to the extent not contained in this press release, additional information with respect to
---> the P&NG reserves information of the Assets and pro forma share capital of the resulting issuer. 
Sponsorship
Sponsorship of a "Qualifying Transaction" of a CPC is required by the Exchange unless exempt therefrom in accordance w
--->ith TSX-V policies. Wolfpack intends to apply for an exemption from the sponsorship requirements pursuant to the polic
--->ies of the TSX-V. There is no assurance that such an exemption will be granted. 
About Wolfpack Capital Corp.
Wolfpack is a Canadian company incorporated on September 17, 2012 under the Business Corporation Act of Alberta and is
---> a Capital Pool Company as defined in Policy 2.4 of the TSX-V corporate finance manual. On August 28, 2013 the common 
--->shares of Wolfpack were listed and shares began trading under the trading symbol "WLP.P" on the TSX-V. On September 2,
---> 2015, Wolfpack's shares were temporarily halted for failure to complete a Qualifying Transaction within 24 months of 
--->listing. Wolfpack was notified by the TSX-V on October 11, 2016 that its listing will be transferred to the NEX and 50
--->% of the seed capital shares will be cancelled concurrently with listing on the NEX. It is expected that upon closing 
--->of the Transaction, Wolfpack will re-list on the TSX-V as a Tier 2 oil and gas company. 
Reinstatement to Trading
The common shares of Wolfpack will remain halted until such time as the TSX-V provides its permission to resume tradin
--->g. Prior to entering into the Agreement, Wolfpack did not carry on any active business activity other than reviewing p
--->otential transactions that would qualify as the Company's Qualifying Transaction.
For further information: 

Wolfpack Capital Corp. 
Greg Downey, CPA, CMA, CFO
Phone: (250) 979-7022

Hydrate Resources Corp.
Garth Johnson, CEO and Director
Phone: (604) 306-4421

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and
---> if applicable pursuant to TSX-V Requirements, majority of the minority shareholder approval. Where applicable, the tr
--->ansaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transac
--->tion 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."

READER ADVISORY

This press release contains forward-looking information. More particularly, this press release contains statements con
--->cerning the prospective Qualifying Transaction of the Company and the Funding and Financing. The information about HRC
---> contained in the press release has not been independently verified by the Company. Although the Company believes in l
--->ight of the experience of its officers and directors, current conditions and expected future developments and other fa
--->ctors that have been considered appropriate that the expectations reflected in this forward-looking information are re
--->asonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove t
--->o be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other facto
--->rs that may cause actual results or events to differ materially from those anticipated in such forward-looking informa
--->tion. The terms and conditions of the prospective Qualifying Transaction may change based on the Company's due diligen
--->ce on HRC and the Assets, the success of the Funding and Financing, regulatory and third party comments, consents and 
--->approvals and the ability to meet the conditions of the Qualifying Transaction in the required timeframes. The forward
--->-looking statements contained in this press release are made as of the date hereof and the Company undertakes no oblig
--->ations to update publicly or revise any forward-looking statements or information, whether as a result of new informat
--->ion, future events or otherwise, unless so required by applicable securities laws. 

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. 
   
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an
---> offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Sec
--->urities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Wolfpack Capital Corp. The secu
--->rities of Wolfpack Capital Corp. have not been registered under the 1933 Act and may not be offered or sold in the Uni
--->ted States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registrati
--->on requirements of the 1933 Act.