Niagara Ventures Corporation Announces Letter of Intent with Blu-Dot Beverage Company Inc.

Niagara Ventures Corporation ("NVC") (TSX VENTURE:NIA.P) announced today that it
has entered into a binding letter of intent ("LOI") with Blu-Dot Beverage
Company Inc. ("Blu-Dot") which outlines the general terms and conditions of a
proposed transaction pursuant to which NVC will acquire all of the issued and
outstanding securities of Blu-Dot in exchange for securities of NVC (the
"Transaction"). The LOI was negotiated at arm's length and is effective as of
July 2nd, 2014.


NVC is a capital pool company listed on the TSX Venture Exchange (the "TSXV").
NVC has not commenced commercial operations and has no assets other than cash.
The Transaction, if completed, will constitute NVC's "Qualifying Transaction",
as defined in TSXV policies.


Blu-Dot is based in Oakville, Ontario and governed by the laws of the Province
of Ontario. Blu-Dot is in the business of providing healthy, all natural
beverages to customers for everyday use in support of a healthy lifestyle
without compromising taste or quality. Blu-Dot's current line of beverages is
produced using a patent pending formula and process.


The Transaction terms outlined in the LOI are binding on the parties and the LOI
is expected to be superseded by a definitive agreement (the "Definitive
Agreement") to be signed between the parties. The Transaction is subject to
regulatory approval, including the approval of the TSXV, and standard closing
conditions, including the approval of the Transaction by the directors of each
of NVC and Blu-Dot and completion of due diligence investigations to the
satisfaction of each of NVC and Blu-Dot, as well as the conditions described
below. The legal structure for the Transaction will be determined after the
parties have considered all applicable tax, corporate and securities law, and
accounting efficiencies. 


Trading in the common shares of NVC (the "NVC Shares") will be halted as a
result of this announcement and will remain halted until the resumption of
trading is approved by the TSXV.


The Proposed Transaction

NVC agrees to seek regulatory and any required shareholder approval to acquire
all of the issued and outstanding common shares of Blu-Dot ("Blu-Dot Shares"),
on the basis of a Shareholder Equity Valuation of NVC of $2,550,706 with
12,753,532 common shares ("NVC Shares") outstanding at a price of $0.20 per
share. 


The Enterprise Valuation of Blu-Dot will be $2,050,000. This Enterprise
Valuation of Blu-Dot equates to Shareholder Equity Valuation of $1,875,000 plus
a maximum $175,000 of Blu-Dot Debt. The Blu-Dot Shareholder Equity Valuation
will be finalized on closing based on the closing date value of Blu-Dot Debt. 


Upon the closing of the Transaction the number of Blu-Dot Shares then
outstanding representing its $1,875,000 Shareholder Equity Valuation will be
proportionately equated to NVC Shareholder Equity Valuation of $2,550,706. The
requisite number of NVC Shares at $0.20 per share will be issued in exchange for
the Blu-Dot Shares. The net asset position of NVC at closing will be at least $
2 Million (before any costs borne by NVC to close a transaction with Blu-Dot).


It is expected that following completion of the Transaction the current holders
of NVC Shares will hold approximately XX% of the outstanding shares of the
resulting issuer and the current holders of Blu-Dot Shares will hold
approximately XX% of the outstanding shares of the resulting issuer.


Prior to the completion of the Transaction, NVC shall call a meeting of its
shareholders for the purpose of approving, among other matters, (i) a change of
name of NVC to complement the business of the resulting issuer; (ii) election of
individuals to the board of directors of NVC; and (iii)) if required by the
TSXV, the approval of the Transaction. 


Upon closing of the Transaction, the board of NVC shall be reconstituted in a
manner that complies with the requirements of the TSXV and applicable securities
laws. NVC and Blu-Dot shall each be entitled to select two nominees on the
reconstituted board and one additional director nominee shall be mutually
agreed, subject to a majority of the Board being independent directors and the
receipt of applicable regulatory approvals.


Other Conditions to Transaction

Completion of the Transaction is subject to a number of conditions, including,
but not limited to, TSXV acceptance. There can be no assurance that the
Transaction will be completed as proposed, or at all.


Other conditions to completion of the Transaction include, but are not limited to:



--  Negotiation and execution of a Definitive Agreement in respect of the
    Transaction. 
--  Preparation and filing of a disclosure document outlining the definitive
    terms of the Transaction in accordance with the rules of the TSXV. 
--  Receipt of all requisite approvals from shareholders, regulatory
    authorities (including the TSXV) and third parties involved in the
    manufacturing, distribution and sale of Blu-Dots products relating to
    the Transaction. 
--  No material adverse change prior to completion of the Transaction. 
--  The representations and warranties being true and correct in all
    material respects as of the closing of the Transaction. 
--  Receipt of legal opinions in relation to the Transaction. 
--  There being no debts or amounts owing to certain insiders and other non-
    arm's length persons, other than as disclosed in the LOI or for expenses
    incurred in the ordinary course. 
--  No legal proceeding, regulatory action, inquiry or investigation as at
    the closing of the Transaction which may have a material adverse effect.
--  No prohibition at law against the Transaction. 
--  Compliance with the terms of the binding LOI. 
--  No material breach of the covenants contained in the Transaction
    documents.



Further Information

Further details about the proposed Transaction and the resulting issuer will be
provided in a comprehensive press release when the parties enter into a
Definitive Agreement and in the disclosure document to be prepared and filed in
respect of the Transaction. 


Investors are cautioned that, except as disclosed in the disclosure document 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the contents of
this press release.


Forward-Looking Information

This press release contains forward-looking information based on current
expectations. Statements about the closing of the Transaction, expected terms of
the Transaction, the number of securities of NVC that may be issued in
connection with the Transaction, the ownership ratio of NVC post-closing, and
the parties' ability to satisfy closing conditions and receive necessary
approvals are all forward-looking information. These statements should not be
read as guarantees of future performance or results. Such statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from those
implied by such statements. Although such statements are based on management's
reasonable assumptions, there can be no assurance that the Transaction will
occur or that, if the Transaction does occur, it will be completed on the terms
described above. NVC assumes no responsibility to update or revise
forward-looking information to reflect new events or circumstances unless
required by law.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release. In addition, this release is not
for distribution to United States newswire services or for dissemination in the
United States. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Niagara Ventures Inc.
Larry Phillips
Chairman and Chief Executive Officer
416-648-4767
[e-mail]


Blu-Dot Beverage Company Inc.
Kevin Stratton
President and Chief Executive Officer