Margaux Red Capital Inc. Announces Qualifying Transaction

Margaux Red Capital Inc. ("Margaux" or the "Company")(TSX VENTURE:MXC.P), a
capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the
"TSX-V"), has entered into a letter of intent dated December 17, 2013 (the
"LOI") with Upriver Aquaculture Inc. ("UPRIVER"), a private Texas company, to
acquire all of the issued and outstanding shares of Upriver (the "Transaction").
The Transaction will constitute Margaux's "Qualifying Transaction" under the
applicable policies of the TSX-V. 


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,
Margaux will issue 12,000,000 common shares to acquire all of the issued and
outstanding securities of UPRIVER or complete some other form of acquisition
which has the same effect. There are currently 4,000,000 shares of Margaux
issued and outstanding, as well as a total of 550,000 options and warrants
exercisable at $0.10. Prior to completion of the Transaction, Margaux will
proceed with a reverse split of its shares on the basis of two (2) old shares
for one (1) new share resulting in an aggregate of 2,000,000 shares. Current
holders of Margaux shares will hold approximately 14.3% of the Margaux shares
and current holders of UPRIVER shares will hold approximately 85.7% of Margaux
shares issued and outstanding before giving effect to the private placement
described below.


For the following three years after the completion of the Transaction, 1,750,000
bonus shares of Margaux may be issued per year, for a total of up to 5,250,000
shares to UPRIVER if certain sales objectives are met. 


Margaux has also agreed, under the terms of the LOI, to advance $15,000 to UPRIVER.

The Transaction is not a "non-arm's length transaction" as defined by TSX-V
policies. Upon completion of the proposed transaction, Margaux will be listed on
the TSX-V under the name Upriver Aquaculture Inc. or such other name as is
acceptable to the board and the TSX-V.


Financing

Subject to completion of the Transaction, Margaux will be raising a minimum of
$875,000 by way of a non-brokered private placement by the issuance of 3,500,000
units at a price of $0.25 per unit. Each unit will consist of one common share
and one share purchase warrant. Each warrant will entitle the holder to purchase
one common share at $0.40 per share at any time until the close of business on
the day which is 36 months from the date of the issue of the warrant.


Finders' fees may be paid in connection with the non-brokered private placement
in accordance with TSX-V policies.


Significant Closing Conditions

Closing and final acceptance of the Transaction are subject to the satisfaction
of certain conditions, including the completion of satisfactory due diligence,
the execution of a definitive amalgamation agreement, approval by the
shareholders of Margaux and UPRIVER if required, completion of the financing and
approval by the TSX-V and all other regulatory bodies. There can be no assurance
that the Qualifying Transaction will be completed as proposed or at all.


Board of Directors and Insiders following completion of the Transaction

Richard Gil Tubb, President and Chief Executive Officer, Director

Mr. Tubb is a successful entrepreneur with over 40 years of experience in sales,
marketing, and management. He has started and managed numerous private operating
and investment companies. As CEO of Upriver, he is responsible for the overall
direction, management and operation of the business.


Kevin Harrington, Director

Mr. Harrington has been in the Direct Response business for over 25 years and
has long been acknowledged as the pioneer and principal architect of the
"infomercial" industry. Mr. Harrington has launched over 500 products, resulting
in $4 billion in sales and 20 products that reached individual sales of over
$100 million. He was a member of the investor panel for the hit show "Shark
Tank" on ABC and is the author of "Act Now: How I Turn Ideas into Million-Dollar
Products." Mr. Harrington founded Quantum International, Ltd. in the mid 1980s,
which merged into National Media Corporation in 1991. As President, National
Media reached $500 million in annual sales, distributing in over 100 countries
and 20 languages. Mr. Harrington was also CEO of several other entrepreneurial
companies including HSN Direct, a joint venture with Home Shopping Network, and
Reliant International Media. He is also the founder of the Entrepreneur's
Organization and the Electronic Retailing Association.


Jean Jean Pelletier, Director

Jean-Jean Pelletier brings more than 20 years of experience in all aspects of
sales and marketing, public relations, corporate finance including strategic
advisory services for mergers & acquisitions, private and public capital
raising. Mr. Pelletier is the founder and president of JJ's Capital LLC, an
advisory firm for small cap corporations which he launched in 2010. He is the
co-founder of WaterBank of America (USA) Inc., Global Water Asset, a spring
water company in Canada, Cangreengo Agriculture Corp., an agriculture company in
Canada and Latin America as well as Beyond Gold Corp. Mr Pelletier holds a
bachelor degree in political science from the University of Montreal.


Robert P. Pelletier, Director

Robert Pelletier has been in the marketing and finance industries for over 15
years. He is also a co-founder of WaterBank of America (USA) Inc., North
American Spring Water, Chase Communication Network and Talent Corp. Mr.
Pelletier is also the president and co-founder of Tupella Aquaculture Group. Mr
Pelletier is the founder of www.RPP Blue.com Inc., a corporate image consulting
firm. He acted as marketing consultant for such companies as Lise Watier
Cosmetics Group, Talent Corporation, Ocean Drive Magazine, Gianni Versace,
Pennsylvania Ave and Tosca.


Steve Bajic, Director

Since 1996, Mr. Bajic has been the president of Hexagon Ventures Inc., a company
providing financial and business services consulting to private and publicly
listed companies. Mr. Bajic has previously held numerous public company director
and/or officers positions and is currently a director, President and CEO of
Patriot Petroleum Corp., an oil and gas exploration and production company, and
a director of Providence Resources Corp. and Bethpage Capital Corp., both of
which are resource exploration companies. All of these companies are listed on
th TSX-Venture Exchange. He has been in the finance industry for over 19 years
and has helped raise capital in various industries in all levels of company
advancement. Mr. Bajic holds a Financial Management Diploma from the British
Columbia Institute of Technology.


Michel Lebeuf Jr., Corporate Secretary

Mr. Lebeuf is partner in the law firm Briere & Lebeuf and has developed a legal
practice focused on securities, institutional financing, corporate finance, as
well as public and private mergers ad acquisitions. He represents public
corporations, securities brokers, purchasers, sellers, bankers and financial
advisors. He provides strategic advice with respect to access to public capital
markets and securities matters, including structured products. He acted as
counsel to international dealers in several offerings in the Eurobond
International debt market. Mr. Lebeuf also represented public and private
corporations in various mergers and acquisitions. He acts for issuers and
underwriters in the context of public offerings and private placements in
Canada, Europe, South America and North Africa. He regularly provides counsel to
financial institutions regarding security requirements and the drafting of
documents pertaining to enforcement proceedings. Mr. Lebeuf holds a bachelor of
law degree from the University of Montreal.


Sponsorship

The Qualifying Transaction will be subject to the Exchange Policy 2.2 on
sponsorship and its requirements. Margaux has retained Jones, Gable & Company
Limited to act as sponsor for the Transaction. An agreement to sponsor should
not be construed as any assurance with respect to the merits of the Qualifying
Transaction or the likelihood of completion.


Proposed Finder's fee

Upon closing of the Transaction, Margaux shall pay a finders' fee of 160,000
shares and $40,000 to MediaPark AG.


About Upriver Aquaculture Inc.

Based in Miami, Florida, UPRIVER is a privately held corporation incorporated
under the laws of Texas and controlled by Richard Gil Tubb and was founded in
2009. Its activities consist of the production and sale of various seafood
products but specializing in traditionally smoked salmon. UPRIVER currently
produces its own line of gourmet products in addition to processing and private
labeling for several major brands. Upriver operations include full production
services: custom smoking, partitioning, vacuumed packaging and repacking.


UPRIVER seeks to become a leader in the smoked salmon production and
distribution industry in the eastern United States and Caribbean with expansion
goals of market penetration in the rest of the United States and
Internationally. UPRIVER's intends to expand the direct to consumer reach via
various channels of distribution on television, on-line, and in traditional
retail stores with the addition of key personnel having extensive experience in
these areas, an injection of investment capital, and more aggressive marketing
campaign.In addition, UPRIVER has developed privileged relationships with
celebrity chefs and spokespersons to represent the brand.


The common shares of Margaux will remain halted until such time as the TSX-V
provides its permission to resume trading. Financial information on Upriver will
be provided in a subsequent news release or disclosure document prior to a
resumption of trading.


Investors are cautioned that, except as disclosed in the management information
circular of filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be
accuratre or complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly speculative.


The TSX-V has in no way passed upon the merits of the proposed transaction and
has neither approved nor disappoved the contents of this press release.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term in defined in the policies of the TSX Venture Exchange) accepts
responsibility for the accuracy or adequacy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Steve Bajic
President
[phone]
[phone] (FAX)