DevCorp Announces Filing of the Filing Statement and the Proposed Closing Date

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

DevCorp Capital Inc. (TSX VENTURE:DCC.P) ("DevCorp" or the "Corporation") is
pleased to announce that further to DevCorp's press releases dated June 20,
2013, September 3, 2013 and October 22, 2013, DevCorp has filed its filing
statement dated October 28, 2013 (the "Filing Statement") in connection with its
qualifying transaction (the "Qualifying Transaction") with Good to Go Rentals
Ltd. ("GTGR") and Neigum Hot Oilers (1992) Ltd. ("GTGT") and together with GTGR,
"GTG"). The Qualifying Transaction is expected to close on or about October 31,
2013 and a copy of the Filing Statement is available under DevCorp's profile on
SEDAR at www.sedar.com. 


On October 25, 2013, the Corporation received conditional listing acceptance
from the TSX Venture Exchange (the "Exchange") for the completion of the
Qualifying Transaction, which will be effected pursuant to an amalgamation
agreement (the "Amalgamation Agreement") among the Corporation, 1768399 Alberta
Inc., a wholly-owned subsidiary of DevCorp ("DevCorp Subco"), and GTG. Pursuant
to the Amalgamation Agreement, DevCorp will acquire: (a) all of the issued and
outstanding shares of GTGR ("GTGR Shares") by way of amalgamation between
DevCorp Subco and GTGR, following which the amalgamated company will be a wholly
owned subsidiary of DevCorp; and (b) all of the issued and outstanding shares of
GTGT ("GTGT Shares"), which will not amalgamate with DevCorp Subco but shall
remain as a wholly owned subsidiary of DevCorp Subco following the amalgamation
(the "Amalgamation") between GTGR and DevCorp Subco (the "Resulting Issuer"). 


Pursuant to the Amalgamation Agreement, the aggregate consideration to be paid
by DevCorp for the all of the issued and outstanding securities of GTG to be
acquired by DevCorp Subco at the time of the closing of the Qualifying
Transaction will be $19,500,000, consisting of: (i) $7,500,000 in cash, (ii)
$6,500,000 in common shares in the capital of the Resulting Issuer ("Resulting
Issuer Shares"), constituting 32,500,000 shares issued at a deemed price of
$0.20 per share and (iii) $5,500,000 in Resulting Issuer Shares, constituting
27,500,000 shares issued at a deemed price of $0.20 per share, to be escrowed
and released in connection with an earn-out as follows:




--  13,750,000 of these Resulting Issuer Shares will be held in escrow
    subject to the escrow requirements of the Exchange and subject to the
    Amalgamation Agreement such that these Resulting Issuer Shares will be
    released to Norm Neigum and Darla Dorsett based on the Earnings Before
    Interest, Taxes, Depreciation and Amortization ("EBITDA") of the
    Resulting Issuer as shown on the interim financial statements for the
    most recent quarter ended immediately following the date that is 12
    months after the closing of the Qualifying Transaction in accordance
    with certain EBITDA based hurdles, as set out in greater detail in the
    Filing Statement (the "EBITDA Hurdle"); and 
    
--  13,750,000 of these Resulting Issuer Shares will be held in escrow;
    subject to the escrow requirements of the Exchange, such Resulting
    Issuer Shares will be released to Norm Neigum and Darla Dorsett based on
    the EBITDA of the Resulting Issuer as shown on the interim financial
    statements for the most recent quarter ended immediately following the
    date that is 24 months after the closing of the Qualifying Transaction
    in accordance with the EBITDA Hurdle. 



If the EBITDA Hurdle is not met, the above 27,500,000 Resulting Issuer Shares
that are not releasable from escrow shall be cancelled and returned to treasury.
In addition, all Resulting Issuer Shares issued at closing pursuant to the
Qualifying Transaction are subject to the Exchange imposed escrow conditions. 


In addition to the earn-out escrowed Resulting Issuer Shares, there is also a
cash component to the earn-out as follows:




--  up to $2,250,000 in cash paid out in accordance with the EBITDA Hurdle
    and such payment to be paid out to Norm Neigum and Darla Dorsett based
    on the EBITDA of the Resulting Issuer as shown on the interim financial
    statements for the most recent quarter ended immediately following the
    date that is 12 months after the closing of the Qualifying Transaction;
    and 
    
--  up to $2,250,000 in cash paid out in accordance with EBITDA Hurdle and
    such payment to be paid out to Norm Neigum and Darla Dorsett based on
    the EBITDA of the Resulting Issuer as shown on the interim financial
    statements for the most recent quarter ended immediately following the
    date that is 24 months after the closing of the Qualifying Transaction. 



In addition, Norm Neigum and Darla Dorsett shall be entitled to the following
performance bonus payments pursuant to the performance incentive agreements (as
described in the Filing Statement) on a 50:50 basis: 




--  $1,000,000 in cash, payable following the Resulting Issuer having
    achieved $9,000,000 EBITDA of the Resulting Issuer (the "Milestone") on
    the date that is one year from the date of the closing of the Qualifying
    Transaction; 
    
--  $1,000,000 in Resulting Issuer Shares issuable at a price based on a 90
    day weighted average trading price of the Resulting Issuer Shares
    (subject to the rules and policies of the Exchange), subject to the
    Resulting Issuer having achieved the Milestone on the date that is one
    year from the date of the closing of the Qualifying Transaction; 
    
--  $1,000,000 in cash, payable following the Resulting Issuer having
    achieved the Milestone on that date that is two years from the date of
    the closing of the Qualifying Transaction; and 
    
--  $1,000,000 in the Resulting Issuer Shares issuable at a price based on a
    90 day weighted average trading price of the Resulting Issuer Shares
    (subject to the rules and policies of the Exchange), subject to the
    Resulting Issuer having achieved the Milestones on the date that is two
    years from the date of the closing of the Qualifying Transaction. 



Upon all of the conditions of the Amalgamation being met, the proceeds from the
50,000,000 subscription receipt private placement of GTGR (the "Subscription
Receipts") will be released from escrow to the Resulting Issuer and each of the
Subscription Receipts will be automatically convertible, concurrently with the
completion of the Amalgamation and without additional payment or further action
on the part of the holders thereof, through a series of transactions, into one
Resulting Issuer Share. For further details on the private placement please
refer to the press release of DevCorp dated September 3, 2013. 


As previously announced on October 22, 2013, upon completion of the Qualifying
Transaction, the Resulting Issuer intends to call a meeting of its shareholders
to change its name to "Great Prairie Energy Services Inc." The trading symbol,
"GPE" has been reserved with the Exchange in anticipation of such proposed name
change. With the Resulting Issuer's initial focus on the prairies of
Saskatchewan, Alberta and Manitoba, the management and the Board believe the new
proposed name illustrates the Resulting Issuer's vision to acquire and expand
the business in Saskatchewan and western Canada. 


GTGR is a private Saskatchewan oilfield rental company based out of Kindersley,
Saskatchewan and GTGT is a private Saskatchewan trucking company based out of
Kindersley, Saskatchewan. DevCorp is a "capital pool company" and intends for
the Qualifying Transaction to constitute the "Qualifying Transaction" of the
Corporation as such term is defined in the policies of the Exchange. The
Transaction is not a Non-Arm's Length Qualifying Transaction as defined in the
policies of the Exchange. 


For further details of the Qualifying Transaction, please see the Filing
Statement availble on SEDAR at www.sedar.com.


In accordance with the policies of the Exchange, the DevCorp Shares are
currently halted from trading. It is expected that the DevCorp Shares will
resume trading on the Exchange, after all requirements of the Exchange have been
satisfied, under the stock symbol "DCC".


Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the Qualifying
Transaction and other statements that are not historical facts. Readers are
cautioned not to place undue reliance on forward-looking statements, as there
can be no assurance that the plans, intentions or expectations upon which they
are based will occur. By their nature, forward-looking statements involve
numerous assumptions, known and unknown risks and uncertainties, both general
and specific, that contribute to the possibility that the predictions,
forecasts, projections and other forward-looking statements will not occur,
which may cause actual performance and results in future periods to differ
materially from any estimates or projections of future performance or results
expressed or implied by such forward-looking statements. These assumptions,
risks and uncertainties include, among other things: the risk that the
Qualifying Transaction will not be completed if a formal agreement is not
reached or that the necessary approvals and/or exemptions are not obtained or
some other condition to the closing of the Qualifying Transaction is not
satisfied; the risk that Mr. Neigum's health may further deteriorate and its
resulting impact on the business and operations of GTG; the risk that GTG may
not be able to retain key employees to continue to maintain its operations; the
risk that closing of the Qualifying Transaction could be delayed if DevCorp and
GTG are not able to obtain the necessary approvals on the timelines planned; the
assumptions relating to the parties entering into the formal agreement in
respect of the Qualifying Transaction, its structure, and the timing thereof;
the timing of obtaining required approvals and satisfying closing conditions for
the Qualifying Transaction, state of the economy in general and capital markets
in particular, investor interest in the business and future prospects of DevCorp
and GTG. 


The forward-looking statements contained in this press release are made as of
the date of this press release. Except as required by law, DevCorp and GTG
disclaim any intention and assume no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable securities law.
Additionally, DevCorp and GTG undertake no obligation to comment on the
expectations of, or statements made, by third parties in respect of the matters
discussed above. 


Readers should note that EBITDA is a non-GAAP financial measures and do not have
any standardized meaning under GAAP and is therefore unlikely to be comparable
to similar measures presented by other companies. DevCorp believes that EBITDA
is a useful supplemental measure, which provide an indication of the results
generated by the Resulting Issuer's primary business activities prior to
consideration of how those activities are financed, amortized or taxed. Readers
are cautioned, however, that EBITDA should not be construed as an alternative to
comprehensive income (loss) determined in accordance with GAAP as an indicator
of the Resulting Issuer's financial performance.


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 (as defined by the Exchange), 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 filing statement 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. 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. 


Not for distribution to U.S. Newswire Services or for dissemination in the
United States of America. Any failure to comply with this restriction may
constitute a violation of U.S. Securities Laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
DevCorp Capital Inc.
Sidney Dutchak
President and Chief Executive Officer
403-630-2157
[e-mail]