Garmatex Holdings Ltd. and Garmatex Technologies, Inc. Merger Update

March 22, 2017 8:30 AM EDT | Source: Garmatex Holdings Ltd.

Vancouver, British Columbia--(Newsfile Corp. - March 22, 2017) - GARMATEX HOLDINGS LTD. (OTC PINK: GRMX) (the "Company") and Garmatex Technologies, Inc. ("GTI") wish to provide clarification with respect to the status of the merger between the two companies.

On March 8, 2017, the two companies amended the arrangement agreement between them dated April 8, 2016 (the "Arrangement Agreement") to allow additional time for GTI to complete the necessary audit requirements in connection with the Company's proposed acquisition of GTI. The companies have agreed to extend the termination date under the Arrangement Agreement until May 31, 2017. GTI has engaged an audit firm and is working towards completion of its audit. Additionally, GTI is planning an annual general meeting of its shareholders, at which GTI shall seek, among other things, shareholder approval of the proposed transaction with the Company. As partial consideration for the extension, the Company was granted a non-exclusive Master Sublicense Agreement with GTI, as previously announced in the Company's news release of March 15, 2017.

In anticipation of the closing of the acquisition of GTI, the Company previously announced, on August 15, 2016, that, effective as of August 11, 2016, it had merged with a wholly-owned subsidiary for the sole purposes of effecting a name change from "Oaxaca Resources Corp." to "Garmatex Holdings Ltd.". The companies wish to address any confusion in the marketplace resulting from the fact that the companies now share a similar name, which led to the Company issuing this news release.

To further avoid any confusion, the Company has engaged a firm to create a website (www.garmatexholdings.com) with relevant information pertaining to the Company and anticipates posting applicable investor information to such website within the next 14 days.

For further details with respect to the terms of the Arrangement Agreement, please refer to the copy of the Arrangement Agreement that was filed as Exhibit 10.1 to the Company's current report on Form 8-K which was filed with the United States Securities Exchange Commission ("SEC") on April 14, 2016 and the amendment thereto which was filed as Exhibit 10.02 to the Company's current report on Form 8-K filed with the SEC on March 8, 2017. The agreements are also available under the Company's profile on SEDAR at www.sedar.com.

GTI Update

GTI is continuing operations and information with respect to it is available at www.garmatex.com. Since the initial announcement of the transaction with the Company, GTI has made significant progress towards executing its business plan.

In a joint news release dated October 17, 2016, GTI announced its intention to move its head office to California. Since then, GTI has shuttered its office in Surrey and sold a license to its Firstar brand, thus continuing the progress forward to transition the business to Orange County, California.

Global running brand: GTI is pleased to announce that it has begun shipping a global running brand material for an athletic line of apparel. Further details with respect to the foregoing will be provided in a future release.



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New Era: On September 21, 2016, GTI successfully negotiated a 2 year renewal of its Trademark & Technology License Agreement with New Era Cap Co., Inc. ("New Era"), an international lifestyle brand that is best known for being the official on-field cap for Major League Baseball and the National Football League.

"The tremendous wearer feedback of our premier golf cap with IceskinTM has enabled a differentiation of our brand in the cap market" said Darrell De Bey, Sr. Director Business Development / Licensing at New Era. "We plan to continue to incorporate Garmatex's technological fabrics into our caps and are assessing how best to capitalize on the tech advantages Garmatex fabrics are providing us."

GTI President and CEO, Darren Berezowski, said "The ongoing relationship with an industry leader such as New Era speaks to the uniqueness of our technologies and our ability to meet the demand for innovation in the textile market. Ongoing opportunities such as these are essential to developing disruptive technologies that set us, and our customers, apart from competitors."

Berezowski says the expanding IceSkinTM product line is one of the company's most popular offerings.

About New Era: Since 1920, New Era has been hand-crafting the finest headwear in the world. Today, with apparel and accessories lines, the brand is a market leader rooted in sports and an influencer of street and lifestyle culture around the globe. With over 500 licenses in its portfolio, New Era is the brand of choice in the worlds of sport, fashion, music and entertainment. The Company is headquartered in Buffalo, N.Y., and its products are sold in more than 80 countries. For more information on New Era's global offices and partnerships, visit www.neweracap.com and social channels @neweracap.

Contact Garmatex Holdings Ltd. at:
7458 Allison Place, Chilliwack, British Columbia, Canada, V4Z 1J7
Devon Loosdrecht, President and CEO
devon@garmatexholdings.com

Contact Garmatex Technologies, Inc. at:
1055 W Georgia St, Royal Centre, Suite 1500, Vancouver, BC V6E 4N7
Darren Berezowski, President and CEO
dberezowski@garmatex.com

About the Company

The Company has entered into and executed a non-exclusive Sublicense Agreement dated March 8, 2017 and the Garmatex Trademark & Technology License Agreement dated March 9, 2017 with GTI, whereby it was granted various intellectual property rights related to the design, development and manufacturing of various scientifically-engineered fabric technologies and performance technologies, including a patented T3® design, Bact-Out®, CoolSkin®, WarmSkin®, Kottinu™, ColdSkin™, SteelSkin™, Satinu™, CamoSkin™, RecoverySkin™, SlimSkin™, AbsorbSkin™ and IceSkin™. The Company commenced operations for this business on March 8, 2017.

The Company plans to provide performance fabric solutions in virtually every sector that has textile applications. Its primary strategy is to deploy its performance fabrics as a premium ingredient brand, similar to Gore-Tex® in the outerwear market, or akin to Intel® in the computer space. The Company believes that its future fabrics will be superior in performance relative to current market "standards" and will have a wide range of applications in multiple clothing and textile categories, including, but not limited to, sports apparel, medical, sleepwear, linens, undergarments, military, designer wear, protective, industrial and first responders.

The Company's business model is to co-develop fabric with manufacturers to obtain exclusive licenses of technology and purchase fabric technology to build on its technology portfolio. The Company plans to commercialize these inventions by selling bolts of fabric directly to retailers and wholesalers. The Company also plans to control the proprietary process of the technology for IP protection and does not intend to own any manufacturing facilities, which are intended to allow it to scale.

The Company is in the market to acquire additional technologies from inventors looking for a commercialization partner.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including the Company's plan to acquire Garmatex Technologies, Inc.

These statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: the Company's ability to implement its business and strategy, the success by the Company of the sales of its future products, the acceptance by brand leaders of the Company's future products, the Company's ability to obtain additional funds for the planned operation, the impact of intellectual property disputes that could materially and adversely affect the Company's business, the Company's ability to remain competitive in the market for technologically advanced textiles, and the availability of raw materials in the manufacture of products.

You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. Except as required by the applicable securities laws, including the securities laws of the United States and Canada, we assume no obligation to publicly update or revise these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov and with Canadian securities commissions under the Company's profile at www.sedar.com.

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