TORtec Group entered into a share purchase agreement to acquire Geo Point Resources, Inc. in a reverse merger transaction on November 22, 2017. Under the terms of the agreement, as consideration for the acquisition, the current holders of the issued and outstanding common stock of TORtec will receive nine shares of Geo Point common stock for each one share of TORtec common stock presently issued and outstanding. This will result in an aggregate of 90 million shares of Geo Point common stock being issued to the current holders of TORtec common stock. As a result, the TORtec shareholders will collectively own 90% of issued and outstanding shares of Geo Point common stock immediately following the acquisition. Current shareholders of Geo Point will retain 10% of the shares to be outstanding immediately following the acquisition. The agreement also provides that at the closing, Geo Point will cause its Board of Directors to elect Franc Smidt, Chairman of TORtec, and up to three representatives designated by Franc Smidt,, Irina Kochetkova, a shareholder and Secretary and Treasurer of TORtec, Stephen H. Smoot, a shareholder and Chief Executive Officer & President of TORtec, and Jeffrey R. Brimhall to the Board of Directors of Geo Point, and thereafter, the current Directors of Geo Point shall resign, in seriatim, effective as of the closing date, and the officers shall be appointed as officers of Geo Point by the present or new Directors, who shall be Stephen H. Smoot; Alex Schmidt, Vice President; Irina Kochetkova. Jeffrey R. Brimhall, Idependent Director of TORtec, will be appointed as an Independent Director of Geo Point. Closing of the transaction is subject to the approval by shareholders of TORtec and Geo Point, government and statutory approvals and resignation by Geo Point Directors. The transaction has been approved by the Board of Geo Point. The transaction is expected to close on or before December 4, 2017.