1945894 Ontario Ltd. entered into a non-binding letter of intent to acquire Big Rock Labs Inc. (DB:BR1) in a reverse merger transaction on April 13, 2017. Big Rock plans to issue one consolidated Big Rock share for each of the 38 million issued and outstanding common shares of 1945894 Ontario. Pursuant to the transaction and subject to adjustment prior to the execution of a definitive agreement, each outstanding 1945894 Ontario’s common share shall be exchanged into one common share of the resulting issuer and every two outstanding Big Rock common shares shall be exchanged into one common share of the resulting issuer for a total of 10.1 million consolidated Big Rock shares. Also, 1945894 Ontario will complete an equity financing of up to CAD 0.25 million and every 1945894 Ontario’s shares issued pursuant to the pre reverse takeover financing will be exchanged for one consolidated Big Rock Share at the closing of the reverse takeover. The current Big Rock Labs shareholders would own a total of 21.02% of the resulting issuer before the pre reverse takeover financing and 19.04% of the resulting issuer after the pre reverse takeover financing. Big Rock will change the name as a result of the merger and will also change its business from a technology company to an energy resource company. The transaction would be characterized as a fundamental change in Big Rock with a change of management and control. The board of directors of the resulting issuer shall be comprised of up to five directors, of which two individuals shall be the nominees of Big Rock and three individuals shall be the nominees of 1945894 Ontario. Big Rock shall amend its incorporation documents and articles authorizing the resulting issuer to have a board of directors of up to seven members. The proposed transaction is subject to a number of conditions including approval by Boards of Directors of Big Rock and 1945894 Ontario, and any requisite shareholder approval, review and approval of the Canadian Securities Exchange and all other regulatory bodies. Big Rock will seek approval by its shareholders and from Canadian Securities Exchange to change the company's business from a technology company to an energy resource company. The definitive agreement is anticipated by May 29, 2017. Big Rock's Board of Directors will propose the takeover and name change at the company's 2017 Annual General and Special Meeting on June 23, 2017. 1945894 Ontario Ltd. cancelled the acquisition of Big Rock Labs Inc. (DB:BR1) in a reverse merger transaction on April 26, 2017.