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Media Release: STOWE ONE INVESTMENT CORP. ENTERS INTO AN AMALGAMATION AGREEMENT WITH AGILE BLOCKCHAIN CORP

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Stowe One Investment Corp. is pleased to announce that it has entered into an amalgamation agreement with Agile Blockchain Corp.

STOWE ONE INVESTMENT CORP.

WireService.ca Media Release (02/20/2019) VANCOUVER, BC - Stowe One Investment Corp. (the "Company" or "Stowe One") is pleased to announce that it has entered into an amalgamation agreement (the "Amalgamation Agreement") dated effective December 21, 2018, between the Company, Agile Blockchain Corp. ("Agile") and 1191212 BC Ltd., a wholly-owned subsidiary of the Company ("Subco" and collectively with Stowe One and Agile, referred to herein as the "Parties"), which sets forth the terms and conditions upon which Stowe One will acquire Agile (the "Transaction"). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") will continue to carry on the business of Agile.

Transaction

Under the terms of the Amalgamation Agreement, the Transaction will be completed by way of a three cornered amalgamation under the laws of British Columbia, whereby Subco will merge with and into Agile, with Agile surviving as a wholly-owned subsidiary of Stowe One. Concurrently with closing of the Transaction, a share consolidation of Stowe One common shares will occur, using a consolidation ratio of approximately 5.48:1, which shall result in the Stowe One common shares having a deemed value of $0.07 per Stowe One common share. Stowe One is also expected to change its name to "Agile Blockchain Corp.", or an agreed upon name. The Amalgamation Agreement further provides that Stowe One shall use all commercially reasonably efforts to complete, prior to closing of the Transaction, the sale and transfer by three Stowe One shareholders of 1,185,000 pre consolidation Stowe One common shares to Agile at a price of $0.07 per share, for an aggregate purchase price of $82,950. Following completion of the Transaction, the Resulting Issuer will hold all of Agile's assets and conduct the business of Agile under the Agile name and will seek a listing on a Canadian stock exchange.

As consideration for entering into the Amalgamation Agreement, Agile will pay to Stowe One: (1) $25,000 upon the execution of the Amalgamation Agreement (paid); and (2) $5,000 each month thereafter, beginning January, 2019. Such payments are a non-refundable deposit to fund the working capital and Transaction expenses of Stowe One. Subject to certain termination events, the non-terminating Party is entitled to a $100,000 termination payment.

Pursuant to the terms of the Amalgamation Agreement, completion of the Transaction will be subject to a number of conditions, including but not limited to, closing conditions customary to transactions of the nature of the Transaction, requisite shareholder approvals including the approval of the holders of common shares of Agile and approvals of all regulatory bodies having jurisdiction in connection with the Transaction. There can be no assurance that the Transaction will be completed as proposed or at all.

Private Placement

Pursuant to the Amalgamation Agreement, Agile shall raise minimum gross of proceeds of $5,000,000, through a non-brokered private placement at a price of $0.25 per common share, prior to the completion of the Transaction (the "Concurrent Financing").

Additional Information

Investors are cautioned that, except as disclosed in the management information circular to be prepared 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.

All information contained in this press release with respect to Agile and Stowe One was supplied by the respective Parties, for inclusion herein, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party.

This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. Stowe One will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Stowe One and Agile will provide further details in respect of the Transaction in due course.

For more information concerning the Company, please refer to the Company's profile on the SEDAR website at www.sedar.com

For further information please contact:

Stowe One Investment Corp.

Walter Coles Jr.
Suite 650 - 1021 West Hastings Street
Vancouver, BC V6E 0C3
(604) 684-8725

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. Forward-looking statements and information in this press release includes, but is not limited to, the proposal to complete Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and the Concurrent Financing. Although the Company and Agile believe that the expectations and assumptions on which the forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company and Agile cannot give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Transaction and associated transactions, the ultimate terms of the Transaction and associated transactions differing from those that currently are contemplated, and the Transaction and associated transactions not being successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The Company and Agile caution that the foregoing list of risks and uncertainties is not exhaustive.

The forward-looking statements and information contained in this press release are made as of the date hereof and the Company and Agile undertake no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 


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