In January, Tess announced that it had entered into a definitive agreement to complete a “go public” transaction with Cresval Capital Corp. (“Cresval”). If completed in the manner contemplated by the Agreement, the proposed transaction will result in, among other things, Tess becoming “TessPay Inc.” (“TessPay”), and TessPay becoming a reporting issuer and the common shares of TessPay being listed and posted for trading on the TSX Venture Exchange (the “TSXV”).

The Agreement provides that each share of Tess will be exchanged for common shares of TessPay on the basis of 15.36 TessPay shares for every one Tess share. Tess will be issued TessPay shares that will result in former securities holders of Tess owning approximately 90% of TessPay. Cresval will be issued 8,400,000 TessPay shares, which Tess understands will be distributed pro rata to shareholders of Cresval as part of the proposed transaction. One of the conditions of the proposed transaction includes Tess completing private placement financings of common shares and an unsecured convertible note of CAD $2,200,000, which is convertible into TessPay shares at CAD $0.10 per share.

One of the key conditions of the proposed transaction is the approval of security holders of Cresval and of Tess. The Cresval annual and special meeting of shareholders to approve the transaction is currently scheduled to occur on July 17, 2018. The Tess annual and special meeting of shareholders to approve the proposed transaction is currently scheduled to occur on July 6, 2018. Following receipt of the approval of both Cresval security holders and Tess security holders for the proposed transaction, Tess intends to promptly to complete the proposed transaction and to have the TessPay shares listed and posted for trading on the TSXV.

For a more detailed description of the proposed transaction, please refer to management information circular of Cresval, a copy of which is available on SEDAR (www.sedar.com).

Tess will provide further updates as it moves towards the closing of the proposed transaction.

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