Jiminex Announces Letter of Intent for Reverse Takeover with Alkaline Spring

Toronto, Ontario--(Newsfile Corp. - October 22, 2018) - Jiminex Inc. ("Jiminex" or the "Company") is pleased to announce that it has entered into a binding letter of intent (the "LOI") dated October 22, 2018 with Alkaline Spring Inc. ("Alkaline Spring"), whereby the parties will complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by Alkaline Spring and its shareholders (the "Transaction"). Pursuant to the Transaction, the Resulting Issuer (as defined below) will apply to list on the Canadian Securities Exchange (the "CSE").

It is currently anticipated that the Transaction will be effected by way of a three-cornered amalgamation involving Jiminex, a wholly-owned subsidiary of Jiminex and Alkaline Spring. The resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will carry on the business of Alkaline Spring. The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice. Upon closing of the Transaction (the "Closing") and after giving effect to the Private Placement (defined below), it is expected that shareholders of Alkaline Spring will hold 79.73% of the common shares of the Resulting Issuer (the "Resulting Issuer Shares"), current shareholders of the Company will hold 7.29%, and investors in the Private Placement will hold 12.98%, in all cases assuming the Private Placement is completed for gross proceeds of $5,000,000.

Description of Alkaline Spring and its Business

Alkaline Spring is a Canadian-owned water company located in the beautiful Rocky Mountains of British Columbia. Alkaline Spring's unique spring water is sourced from an artesian well that is over 600 feet underground, which replenishes itself at a rate of 147 million cubic meters per year. The spring water boasts natural mineralization, a pH of 8 (measure of alkalinity) and a value of 238 ppm TDS (total dissolved solids), meaning it is more hydrating than regular water, eases acid reflux and potentially reduces the risk of certain disease. Alkaline Spring is dedicated to making a positive impact on the plastic bottle problem by offering a "bag in a box" format, exploring plant-based alternatives as and funding innovative ideas that reuse existing plastics to create new products. Alkaline Spring water is locally sourced and bottled, keeping its costs are low, and enabling it to supply clean drinking water at an affordable price.

Consolidation and Exchange of Securities

Pursuant to the terms of the LOI, the Company will effect a consolidation (the "Consolidation") of its issued and outstanding common shares ("Jiminex Shares") prior to Closing on a 1.5:1 basis resulting in approximately 24,403,405 Jiminex Shares outstanding on a post-Consolidation basis ("Post-Consolidation Jiminex Shares"). All issued and outstanding Finder Warrants (defined below) will be consolidated on the same basis. Each Finder Warrant will be exercisable for one Post-Consolidation Jiminex Share at an exercise price of $0.09 per share on a post-Consolidation basis.

In accordance with the terms of the Transaction, the holders of the issued and outstanding Class "A" Voting Common Shares in the capital of Alkaline Spring (the "Alkaline Shares") will be issued two (2) Post Consolidation Jiminex Shares in exchange for every one (1) Alkaline Share held immediately prior to the completion of the Transaction (the "Exchange Ratio"). The deemed exchange price for the Post-Consolidation Jiminex Shares will be $0.09 per Post-Consolidation Jiminex Share.

Outstanding convertible securities of Alkaline Spring (the "Alkaline Convertible Securities") will either automatically adjust in accordance with their terms such that, following the completion of the Transaction, the holders of Alkaline Convertible Securities will acquire, upon exercise, Resulting Issuer Shares, or will be replaced with equivalent convertible securities of the Resulting Issuer entitling such holders to acquire Resulting Issuer Shares on the same terms as the Alkaline Convertible Securities that they will replace and, in each case, adjusted to reflect the Exchange Ratio.

Jiminex Shareholder Meeting

Prior to the completion of the Transaction, Jiminex will call a meeting of its shareholders for the purpose of approving, among other matters:

• a change of name of the Company as directed by Alkaline Spring;
• the Consolidation;
• the reconstitution of the Company's board of directors; and
• if required by governing regulatory bodies, the approval of the Transaction.

The Transaction is an arm's length transaction. Jiminex will, however, prepare and file with the CSE a CSE Form 2A listing statement or other principal disclosure document (the "Listing Statement") providing comprehensive disclosure on Alkaline Spring and the Transaction in connection with the anticipated CSE listing.

Private Placement and Bridge Loan

Jiminex intends to complete a non-brokered private placement prior to Closing, which will consist of the sale of up to 83,333,333 Jiminex Shares (the "Private Placement Shares") at a price of $0.06 per Private Placement Share for gross proceeds of up to $5,000,000, or such greater number as Jiminex determines in its sole discretion (the "Private Placement"). Jiminex intends to compensate eligible dealers and finders on the basis of up to (i) a cash fee equal to 9% of the gross proceeds of the Private Placement and (ii) finder warrants ("Finder Warrants") equal to 9% of the Private Placement Shares, each Finder Warrant exercisable into one Jiminex Share at a price of $0.06.

Partial proceeds of the Private Placement will be used by Jiminex to advance a bridge loan of up to $5,000,000 to Alkaline Spring (the "Bridge Loan"), which Bridge Loan will be used by Alkaline Spring for payments due to Selkirk Springs Ltd. The Bridge Loan will accrue interest at 8% per year and will be secured in first position by a general security interest in all of the personal property of Alkaline Spring.

Management of the Resulting Issuer

Upon closing of the Transaction, all of Jiminex's current directors and executive officers will resign and the board of directors of the Resulting Issuer will be comprised of Alkaline Spring's nominees. All of the executive officers shall be replaced by nominees of Alkaline Spring, all in a manner that complies with the requirements of the CSE and applicable securities and corporate laws.

Details of the proposed directors and officers of the Resulting Issuer will be disclosed in a further news release.

Closing Conditions

The completion of the Transaction is subject to a number of conditions, including but not limited to the following:

• the execution of a definitive agreement;
• completion of mutually satisfactory due diligence;
• completion of the Consolidation;
• the conditional approval to the listing on the CSE of the Resulting Issuer Shares;
• the receipt of all requisite approvals of Jiminex's and Alkaline Spring's shareholders, if required by the CSE or applicable corporate or securities laws; and
• receipt of all required regulatory, corporate and third party approvals, including approvals by the CSE, applicable governmental authorities, and the fulfilment of all applicable regulatory requirements and conditions necessary to complete the Transaction.

Further Information

Further details about the Transaction and the Resulting Issuer will be provided in an additional news release when the parties enter into the definitive agreement.

Investors are cautioned that any information released or received with respect to the Transaction in this press release may not be complete and should not be relied upon. Trading in the Jiminex Shares should be considered highly speculative.

The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Transaction is subject to a number of conditions, including the receipt of conditional approval of the CSE to listing the Resulting Issuer Shares on the CSE. The Company has not submitted a listing application to the CSE at this time and there is no assurance the CSE will approve the Resulting Issuer for listing. Similarly, there can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jiminex should be considered highly speculative.

About Jiminex Inc.

Jiminex Inc. is a mineral exploration company.

Cautionary Statements Regarding Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected terms of the Transaction, the number of securities of Jiminex that may be issued in connection with the Transaction, the ownership ratio of the Resulting Issuer post-closing, the Private Placement, the intention of Jiminex to advance the Bridge Loan, shareholder approval, Alkaline Spring's strategic plans, the proposed listing of the Resulting Issuer Shares on the CSE and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Jiminex and Alkaline Spring assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

For more information, please contact:

Jiminex Inc.

Balu Gopalakrishnan, CEO & Director
Telephone: 416-722-0765
Email: balugkrishnan@gmail.com

Alkaline Spring Inc.

Samir Saab, President
Email: samir@alkalinesprings.com