Triox Limited Announces Amalgamation Agreement

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.


Triox Limited (TSX VENTURE:TTL.P) (the "Corporation" or "Triox") is pleased to
announce that it has entered into an amalgamation agreement dated effective July
2, 2014 (the "Amalgamation Agreement") with a wholly-owned subsidiary of Triox
("Triox Subco") and eQube Technology and Software Inc. ("eQube"), in furtherance
of Triox's proposed business combination with eQube (the "Transaction") as
previously disclosed in the news release of the Corporation dated April 8, 2014
and available, along with the Amalgamation Agreement, under the Corporation's
SEDAR profile at www.sedar.com. It is expected that the Transaction will
constitute the "Qualifying Transaction" of Triox as such term is defined in the
policies of the TSX Venture Exchange (the "Exchange").


Amalgamation Agreement

Pursuant to the Amalgamation Agreement, Triox Subco and eQube will amalgamate
under the Business Corporations Act (Alberta) (the "Amalgamation") to form a new
company under the corporate name "eQube Technology and Software Inc."
("Amalco"), and Amalco will carry on the business previously carried on by eQube
as a subsidiary of Triox as it exists post-Qualifying Transaction (the
"Resulting Issuer").


Immediately prior to the completion of the Amalgamation, Triox will consolidate
all of its issued and outstanding ordinary shares ("Triox Shares") and all
outstanding options and warrants to purchase Triox Shares on the basis of 3
Triox Shares for every 1 post-consolidation Triox Share (the "Consolidation").
After completion of a concurrent financing and the Consolidation, and at the
effective time of the Amalgamation Agreement (the "Effective Time"), the holders
of class "A" common shares of eQube ("Class A Shares") will be deemed to have
exchanged each Class A Share for 3 post-Consolidation Triox Shares. Each Class A
Share held by Triox will then be exchanged for common shares of Amalco ("Amalco
Common Shares"), after which the Class A Shares will be cancelled. Also at the
Effective Time, the holders of class "F" preferred shares of eQube ("Class F
Shares") will be deemed to have exchanged each Class F Share for one preferred
share of Amalco, after which the Class F Shares will be cancelled. Triox will
receive 1 fully paid and non-assessable Amalco Common Share for each Triox Subco
share ("Subco Share") held by Triox, after which all such SubCo Shares shall be
cancelled and each holder of Subco Shares (except for Subco Shares held by
Triox) shall be deemed to have exchanged such Triox Subco Shares for ordinary
shares of the Resulting Issuer ("Resulting Issuer Ordinary Shares") pursuant to
the Amalgamation and shall receive 1 fully paid and non-assessable Resulting
Issuer Ordinary Share for each Subco Share held by that holder immediately
before the Amalgamation. Upon and in consideration for the issuance of the
Resulting Issuer Ordinary Shares, in exchange for the Subco Shares, Triox shall
receive 1 fully paid and non-assessable Amalco Common Share for each Subco Share
that is so exchanged, after which those Subco Shares shall be cancelled. The
Corporation will satisfy the transaction price for the eQube Class A Shares and
SubCo Shares by issuing in the aggregate a maximum of 28,519,402 Resulting
Issuer Ordinary Shares to the holders of eQube Class A Shares and SubCo Shares
at a deemed price, on a post-Consolidation basis, of $0.50 per Resulting Issuer
Ordinary Share.


Upon completion of the Transaction, it is expected that there will be 32,286,069
issued and outstanding Resulting Issuer Ordinary Shares. Following completion of
the Transaction, Amalco will be a subsidiary of the Resulting Issuer and will,
as a subsidiary of the Resulting Issuer, carry on the business previously
carried on by eQube.


Trading Halt

The ordinary shares of Triox are currently halted from trading and are not
expected to resume trading until completion of the Qualifying Transaction.


Additional Information

Completion of the Qualifying Transaction is subject to a number of conditions
including, but not limited to, completion of the Amalgamation, satisfactory due
diligence by each of the Corporation and eQube, closing conditions customary to
transactions of the nature of the Qualifying Transaction, approvals of
shareholders, directors, regulators and third parties that may be necessary or
desirable, Exchange acceptance and, if required by the Exchange policies,
majority of the minority shareholder approval. Where applicable, the Qualifying
Transaction cannot close until the required shareholder approvals are obtained
and there can be no assurance that the Qualifying 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 Qualifying
Transaction, any information released or received with respect to the Qualifying
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.


Cautionary Statements

This news release contains "forward-looking information" within the meaning of
applicable securities laws relating to the proposal to complete the Qualifying
Transaction and associated transactions, including statements regarding the
terms and conditions of the Qualifying Transaction, the Consolidation, and the
Amalgamation. The information about eQube contained in the press release has not
been independently verified by the Corporation. Although the Corporation
believes in light of the experience of its officers and directors, current
conditions and expected future developments and other factors that have been
considered appropriate that the expectations reflected in this forward-looking
information are reasonable, undue reliance should not be placed on them because
the Corporation can give no assurance that they will prove to be correct.
Readers are cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially from those
contemplated by these statements depending on, among other things, the risks
that the parties will not proceed with the Qualifying Transaction, the
Consolidation, the Amalgamation and associated transactions, that the ultimate
terms of the Qualifying Transaction, the Consolidation, the Amalgamation and
associated transactions will differ from those that currently are contemplated,
and that the Qualifying Transaction, the Consolidation, the Amalgamation and
associated transactions will not be successfully completed for any reason
(including the failure to obtain the required approvals or clearances from
regulatory authorities). The terms and conditions of the Qualifying Transaction
may change based on the Corporation's due diligence (which is going to be
limited as the Corporation intends largely to rely on the due diligence of other
parties of the Qualifying Transaction to contain its costs, among other things)
and the receipt of tax, corporate and securities law advice for both Triox and
eQube. The statements in this press release are made as of the date of this
release. The Corporation undertakes no obligation to comment on analyses,
expectations or statements made by third-parties in respect of the Corporation,
eQube, their securities, or their respective financial or operating results (as
applicable).


Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as
that term is defined in the polices of the TSX Venture Exchange) has in any way
passed upon the merits of the Qualifying Transaction and associated transactions
and neither of the foregoing entities has in any way approved or disapproved of
the contents of this press release.


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


The securities of Triox, eQube and Triox Subco have not been and will not be
registered under the United States Securities Act of 1933, as amended and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirement. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Triox Limited
Robb McNaughton
Director
[phone]


eQube Technology and Software Inc.
Kent Tong
President and CEO
[phone] ext.227