Folkstone Capital Corp. (TSXV:FKS.P) entered into an agreement to acquire Sophia Capital Corp. (TSXV:SCQ.P) in a reverse merger transaction on July 26, 2013. Post acquisition, a combined entity of Folkstone Capital and Sophia Capital will be formed. Under the terms of agreement, each issued and outstanding share of Folkstone will be exchanged for one share of combined entity, each issued and outstanding share of Sophia will be exchanged for 1.09 shares of the combined entity, each convertible security of Folkstone will automatically entitle the holder thereof to purchase one share of the combined entity, the Directors and Officers of the combined entity will be the current Directors and Officers of Folkstone and Sophia and the auditor of combined entity will be Davidson & Company LLP. Upon completion of the transaction, shareholders of Folkstone will own 71% stake, Sophia's shareholders will own 29% stake in combined entity.

The transaction, subject to dissenters rights being limited to 5%, obtaining all necessary regulatory and shareholder approvals, including the approval of the Exchange is expected to become effective on or before September 3, 2013. As of August 27, 2013, The transaction was approved by the shareholders of each company and remains subject to the receipt of final regulatory approval from the TSXV. The shares of tFolkstone Capital Corp. have been conditionally approved for listing on the TSXV and will commence trading under the symbol "FKS.P" following the approval by the TSXV. Eric Owens, Mario Miranda, and Eddy Canova have been appointed to the board of directors of the Company. Eric Owens will serve as Chief Executive Officer and Mario Miranda will serve as Chief Financial Officer and Secretary of the Company. Pursuant to the transaction, Eric Owens, Mario Miranda and Eddy Canova acquired approximately 43.38% of the issued and outstanding common shares, representing approximately 2.54 million common shares of Folkstone Capital Corp. Sanjay Joshi of Norton Rose Fulbright Canada LLP acted as legal advisor for Folkstone Capital Corp. and Sophia Capital Corp.

Folkstone Capital Corp. (TSXV:FKS.P) completed the acquisition of Sophia Capital Corp. (TSXV:SCQ.P) in a reverse merger transaction on August 27, 2013.