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RER Remo Resources

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0.00 (0.00%)
Share Name Share Symbol Market Type
Remo Resources TSXV:RER TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Remo Enters Into Letter of Intent to Acquire Identillect Technologies Inc.

17/03/2014 4:38pm

Marketwired Canada


Remo Resources Inc. (the "Company" or "Remo") (TSX VENTURE:RER) announces that
it has entered into a letter of intent dated March 14, 2014 for the Company to
acquire all of the issued and outstanding securities of Identillect Technologies
Inc. ("Identillect"), an arm's length party, by way of a three-cornered
amalgamation or plan of arrangement (the "Acquisition").


Identillect is a privately held technology company, incorporated under the laws
of Nevada, with operations in Orange County, California. Its controlling
shareholder is its founder and Chief Executive Officer, Todd Sexton.


Identillect has a proprietary email encryption delivery technology targeted at
organizations of all sizes, as well as individuals. Messages are secured with
the click of a button, ensuring their safety while in transit. In addition,
Identillect empowers senders to maintain control of their messages by
restricting recipients' printing/forwarding/viewing privileges, as well securing
all replies from the recipients, without requiring them to register.


Prior to the Acquisition, Remo will complete a 1.35:1 consolidation of its
common shares. Pursuant to the Acquisition, Remo will issue an aggregate of 20
million post-consolidation common shares to the shareholders of Identillect in
exchange for all of the issued and outstanding shares of Identillect. Up to an
additional 5 million common shares of Remo will be issuable on the achievement
of certain agreed revenue milestones during each of the two years following the
closing, for a total of up to 10 million shares. Convertible securities of both
companies will also be amended. Certain securities of the merged entities will
also be subject to pooling agreements on terms to be agreed by the parties.


Concurrently with the proposed Acquisition, Remo intends to complete a private
placement financing for proceeds of not less than $1,750,000 (the "Financing"),
on terms to be agreed.


Following completion of the Acquisition, the Company's Board will be
reconstituted to include Todd Sexton, the current President and CEO of
Identillect; Jeff Durno, the current Chairman of Identillect; Mike Iverson, a
current director of Identillect; and two other persons to be mutually agreed
upon by the parties.


The Acquisition will constitute a Change of Business for the Company under the
policies of the TSX Venture Exchange (the "Exchange"). The letter of intent does
not obligate Remo to complete the Acquisition and closing of the Acquisition
remains subject to a number of conditions, including the completion of
satisfactory due diligence, the entering into of definitive agreements, the
completion of the Financing, receipt of all required shareholder, regulatory and
third party consents, including Exchange approval, and satisfaction of other
customary closing conditions. The Acquisition cannot close until the required
approvals are obtained. There can be no assurance that the Acquisition will be
completed as proposed or at all. If required pursuant to Exchange Policy 2.2,
the Company will retain a sponsor in connection with the Acquisition.


Investors are cautioned that, except as disclosed in the disclosure document to
be prepared in connection with the Acquisition, any information released or
received with respect to the Acquisition may not be accurate or complete and
should not be relied upon. Trading in the securities of Remo should be
considered highly speculative. Trading in the common shares of Remo will remain
halted pending further filings with the Exchange.


Further details on the constitution of the new Board and management and any
additional information required pursuant to the policies of the Exchange will be
announced or disclosed in additional disclosure documents once finalized.


On behalf of the Board of Directors

REMO RESOURCES INC.

/s/ Stephen Kenwood

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.


This press release includes statements that constitute "forward-looking
information". Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company. Statements
regarding the proposed consolidation, Acquisition and Financing, and the
resumption of trading of the Company's common shares on the TSXV are subject to
the conditions described in this news release and all of the risks and
uncertainties normally incident to such transactions and events. Investors are
cautioned that any such statements are not guarantees of future events and that
actual events or developments may differ materially from those projected in the
forward-looking information in this news release. Such forward-looking
information represents management's best judgment based on information currently
available. The Company does not update forward-looking information, except as
required by applicable laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Remo Resources Inc.
Stephen Kenwood
President, Chief Executive Officer, Corporate Secretary and
Director
604-638-8063

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