Epcylon Technologies, Inc. (OTCPK:PRFC) entered into a memorandum of understanding to acquire Bitumen Capital Inc. (TSXV:BTM.H) in a reverse merger transaction on October 15, 2015. Under the terms of the agreement, the purchase consideration will be satisfied by issuing an aggregate of 182.2 million shares to Epcylon Technologies, Inc. Post transaction, Bitumen shareholders will hold approximately 3.7% while the shareholders of Epcylon will hold approximately 96.3% of the resulting issuer's common shares.

Concurrently with the qualifying transaction, the parties intend to complete a non brokered private placement for total proceeds of $1 million (CAD 1.3 million) consisting of secured convertible debentures. The proposed Board of Directors of the resulting entity are Todd Halpern, Gary Schwartz, Leon Redensky, Nikolas Perrault and Richard Groome. Kyle Appleby is proposed to be the Chief Financial Officer and it is anticipated that the resulting entity's Board will nominate a new Chief Executive Officer and President. Epcylon Technologies formed an Independent Advisory Committee to advise on the deal.

The deal is subject to due diligence, receipt of regulatory and exchange approval, shareholder approval, completion of private placement, third party approval and execution of definitive agreement. The Board of Directors and majority shareholder of Epcylon Technologies approved the Asset Purchase Agreement on March 7, 2016. As of April 11, 2016, Bitumen Capital closed a non-brokered private placement of CAD 0.06 million of Bitumen Capital's common shares at CAD 0.075 per share for a total issuance of 0.8 million common shares. Conversion has been done through www.oanda.com.