Black Birch Capital Acquisition III Corp. Announces Letter of Intent with Advantagewon Oil Corp.

Toronto, Ontario--(Newsfile Corp. - August 4, 2015) - Black Birch Capital Acquisition III Corp. (TSXV: BBC.P), a capital pool company ("Black Birch" or the "Company"), is pleased to announce that it has entered into a letter of intent (the "LOI") dated August 4, 2015 with Advantagewon Oil Corp. ("Advantagewon"), pursuant to which Black Birch will, subject to a number of conditions, acquire all of the issued and outstanding securities of Advantagewon. The transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange"). Following completion of the Qualifying Transaction, it is anticipated that the resulting issuer (the "Resulting Issuer") will be a Tier 1 company.

Proposed Transaction

Pursuant to the terms of the Letter of Intent, and subject to: (i) regulatory, shareholder, director and other approvals as may be required; (ii) the completion of satisfactory due diligence by both parties; (iii) the closing of the Financing (as defined below); and (iv) other conditions contained in the Letter of Intent, the parties have agreed to negotiate and enter into a definitive agreement (the "Definitive Agreement") on or before August 30, 2015 (the "Termination Date"). Pursuant to the Definitive Agreement, Advantagewon will acquire all of the issued and outstanding common shares of the Corporation by way of a plan of arrangement. However, there is no assurance that the parties will successfully negotiate or enter into the Definitive Agreement.

The Proposed Transaction is also subject to Advantagewon completing a private placement financing, raising in the aggregate not less than $500,000 and up to $4,000,000, on terms and conditions to be mutually agreed by both parties (the "Financing").

Unless all of the conditions precedent contained in the Letter of Intent are satisfied or waived before the Termination Date, the Letter of Intent will automatically terminate without further notice from the parties.

Further, the Letter of Intent may be terminated by written consent of both Black Birch and Advantagewon at any time. There is no assurance that the transaction contemplated by the Letter of Intent will be completed.

Under the terms of the LOI, it is proposed that Black Birch would acquire all of the issued and outstanding securities of Advantagewon in exchange for equity in Black Birch, as further described below (the "Transaction"). It is currently anticipated that the Transaction will be effected through a statutory plan of arrangement whereby: (i) the holders of Advantagewon's common shares will receive common shares of Black Birch at an ascribed value of $0.30 per common share; and (ii) Advantagewon will become a wholly-owned subsidiary of Black Birch. The final structure of the Transaction is subject to receipt of definitive tax, corporate and securities law advice satisfactory to both Black Birch and Advantagewon.

Pursuant to the terms of the Agreement, completion of the Qualifying Transaction ("QT") will be subject to a number of conditions, including receipt of gross proceeds of not less than $500,000 pursuant to the QT Financing (as defined and described below), completion or waiver of sponsorship, receipt of all required regulatory approvals, including the approval of the Exchange of the Qualifying Transaction, completion of all due diligence reviews, satisfaction of the Minimum Listing Requirements of the Exchange and all requirements under the Exchange rules relating to completion of a "Qualifying Transaction", and execution of a definitive arrangement agreement.

The proposed Qualifying Transaction is not a "Non-Arm's length qualifying transaction" within the meaning of Policy 2.4 of the Exchange and, as such, shareholder approval is not required, unless otherwise required by the Exchange.

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange, unless exempt in accordance with Exchange policies. Black Birch intends to apply for an exemption from sponsorship requirements, however, there is no assurance that Black Birch will obtain this exemption.

A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than seven business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed, as required pursuant to Exchange policies or any other material changes occur.

Capitalization

There are currently outstanding 7,512,220 common shares of Black Birch, as well as options to acquire common shares of Black Birch. There are 510,985 options that entitle the holders thereof to acquire an aggregate of 510,985 common shares of Black Birch at a price of $0.10 per share. Under the terms of the LOI Black Birch will undertake a 2:1 share consolidation such that it will have 3,756,110 common shares issued and outstanding with a corresponding adjustment taking place to the options. On a pre-consolidation basis the transaction is being done at an ascribed value of $0.15 per share which equal $0.30 on a post consolidated basis.

Advantagewon currently has 50,322,235 common shares outstanding and approximately 12,170,296 options and warrants outstanding at strike prices ranging from approximately $0.10 to $0.45. Each Advantagewon common share shall be exchanged for one post consolidation Black Birch common share. Advantagewon options and warrants will be exchanged on the same ratio as the common shares.

QT Financing

It is a condition of the LOI that concurrent with the completion of the Qualifying Transaction, Advantagewon and Black Birch shall complete a non-brokered private placement (the "QT Financing"), for minimum proceeds of $500,000 and maximum proceeds of $4,000,000. Advantagewon and Black Birch intend to issue a press release updating the status of the QT Financing when more information is available.

Advantagewon Oil Corp.

Advantagewon was incorporated under the Business Corporations Act (Ontario) on July 10, 2013 and is a widely-held privately owned, Toronto-based oil and gas company with a focus on development opportunities in Texas, U.SA. The assets to be acquired in connection with the Proposed Transaction are owned by Advantagewon Oil US Corp. incorporated under the laws of the State of Texas, U.S.A. Advantagewon currently owns two properties in Texas: (i) the Saratoga property located in Hardin County, Texas (the "Saratoga Property"); and (ii) the La Vernia property located in Guadalupe County, Texas (the "La Vernia Property").

Saratoga Property

The Saratoga Property contains 260 acres and is located near the Spindletop oil discovery of 1901. A reserve report dated effective November 1, 2013 (the "Saratoga Reserve Report"), indicates gross proved plus probable reserves of 1.61 million barrels of oil and net proved plus probable reserves of 1.20 million barrels of oil on the Saratoga Property.

A well drilled by Advantagewon on the Saratoga Property in May 2014, resulted in an initial production of 100 barrels of oil per day ("bbls/d") from the Miocene Cook Mountain Formation Yegua Group. The total current production of that well as of July 27, 2015 is approximately 50 bbls/d. The Saratoga Reserve Report indicates that additional oil reserves are present in other locations updip to wells that water-out in previous years. Due to the strong water drive flow and pressures of the Cook Mountain formation updip oil from prior oil well producers in this formation was not recovered, leaving several potential drilling locations.

Advantagewon anticipates drilling two to three additional wells on the Saratoga Property.

La Vernia Property

The La Vernia Property is a low-risk, low-cost infill drilling development project. Advantagewon is currently acquiring additional land in the area, with a goal of acquiring 6,000 acres. This project is currently not producing.

A NI 51-101 reserves report dated November 1, 2013 (the "La Vernia Reserve Report"), indicates gross proved plus probable reserves of approximately six million barrels of oil equivalent ("MMBoe") and net proved plus probable reserves of 4.7 MMBoe on all the available leases, with potential production coming from shallow (i.e. less than 1100 feet) Cretaceous and Tertiary strata. In addition, potential reservoirs are present at a depth of approximately 1,000 to 3,500 feet. This area is in the heart of South Texas oil fields (25 miles southeast of San Antonio). Roads and pipeline infrastructure and service companies are excellent allowing for easy development of the field.

Advantagewon is in the process of drilling its first well in the field and expects to spud the well in mid August.

Advantagewon Financial Information

Advantagewon is currently in the process of compiling its financial records and having them audited. No financial information is available at this time.

Advantagewon will use the proceeds of the QT Financing to drill additional wells in the La Vernia field, and for general corporate purposes.

Black Birch shall issue a press release as additional financial information becomes available.

Proposed Management and Directors

As part of the completion of the Qualifying Transaction, Black Birch shall have the right to elect one director, that nominee shall be Paul Haber. Advantagewon shall have the right to elect four independent directors. Advantagewon has not yet identified their nominees and Black Birch shall issue a press release once this information is available. Mr. Haber is currently a director of Black Birch and his bio is available on SEDAR as part of the prospectus filed for the IPO of Black Birch.

Advantagewon is also in the process of hiring an experienced public company Chief Financial Officer and Chief Executive Officer.

Additional Information

The shares of Black Birch are currently halted and will remain so until the qualifying transaction is completed.

If and when a Definitive Agreement between the Company and Advantagewon is executed, the Corporation will issue a subsequent press release in accordance with the policies of the TSX-V containing the details of the Definitive Agreement and additional terms of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions including but not limited to, TSX-V acceptance and if required by TSX-V policies, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

A further press release will be prepared and disseminated regarding the Proposed Transaction and related transactions, in due course, in compliance with the policies of the TSX-V as information becomes available.

The TSX-V has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

The reserves information in this news release has been reviewed and approved by John Thibeaux, P.E. (Texas), a qualified reserves evaluator under NI 51-101.

For further information please contact:

BlackBirch Capital Acquisition III Corp.

About Black Birch Capital Acquisition III Corp.

Black Birch is part of the BlackBirch Capital Inc. group of companies. BlackBirch Capital is a private merchant bank. For more information see www.blackbirchcap.com.

Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. 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.

Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) has in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Company. The securities of the Resulting Issuer to be issued in connection with the QT Financing have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.