DevCorp and Good to Go Announce a $8.0 Million to $10.0 Million Private Placement Subscription Receipt Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, Aug. 8, 2013 /CNW/ - DevCorp Capital Inc. (TSX VENTURE:DCC.P) ("DevCorp" or the "Company") and Good to Go Rentals Ltd. and Neigum Hot Oilers Ltd. (together "GTG") are pleased to announce that they have entered into an agreement with Canaccord Genuity Corp. and Macquarie Private Wealth Inc., on behalf of a syndicate of agents to include MGI Securities Inc. (collectively, the "Agents"), to issue, on a private placement "best efforts" agency basis, a minimum of $8,000,000 to a maximum $10,000,000 in subscription receipts (the "Subscription Receipts") at a price of $0.20 per Subscription Receipt (the "Offering").

Each Subscription Receipt shall, through a series of transactions and without further action by the holder of such Subscription Receipt, be automatically exchanged for one common share of the Company upon completion of the proposed transaction with GTG announced by DevCorp on June 21, 2013 (the "GTG Transaction"). The Offering is expected to close on or about August 28, 2013, or such other date as agreed to by the Company and the Agents.

The net proceeds of the Offering will be used to fund the GTG Transaction, the 2013 capital expenditure program of the Company, and for general corporate purposes.

Completion of the Offering is subject to certain conditions including, but not limited to, the entering into of a definitive agency agreement, completion of satisfactory due diligence by the Agents and the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (the "Exchange").

The Subscription Receipts to be issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from such registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States nor shall there be any offer or sale of securities in any jurisdiction where such offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward Looking Statements

This news release contains forward-looking statements relating to the Offering and the GTG Transaction, including statements regarding the anticipated acquisition of GTG, completion of the Offering, the entering into of a definitive agreement with respect to the Offering, the receipt of all necessary regulatory approvals and satisfaction of all other closing conditions in connection with the GTG Transaction and the Offering 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 GTG 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 GTG Transaction is not satisfied; the risk that closing of the GTG 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 GTG Transaction, its structure, and the timing thereof; the assumptions relating to the entering into of a definitive agreement with respect to the Offering; the risk that the Offering is not completed; the timing of obtaining required approvals and satisfying closing conditions for the GTG Transaction and the Offering; the 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.

Completion of the GTG 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 GTG 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 prepared in connection with the GTG Transaction, any information released or received with respect to the GTG 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 GTG 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.

SOURCE DevCorp Capital Inc.

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