Gold Ridge Exploration Announces Business Reorganization, New Management Team of Seasoned Silicon Valley Executives, and Private Placement

CALGARY, May 12, 2015 - Gold Ridge Exploration Corp. (the "Company") (TSX VENTURE:GEA) is pleased to announce it has entered into a Letter of Intent ("LOI") dated May 11, 2015 with Energy Knowledge Inc. ("Energy Knowledge"), a highly secure Industrial Internet solutions provider serving the global energy industry from wellhead to renewables. The LOI provides for a proposed transaction whereby the Company will purchase 100% of the issued and outstanding common shares of Energy Knowledge for an aggregate purchase price of $25,000,000 (CDN) (the "Transaction"). The purchase price will be satisfied via the issuance by the Company of up to approximately 25,000,000 common shares at a deemed issue price of $1.00 per common share.


The Transaction

The Company intends that the Transaction will constitute a "Change of Business" transaction for the purposes of Policy 5.2 of the TSX Venture Exchange Inc. ("Exchange"). The Company and Energy Knowledge are at arm's length, and accordingly, the Transaction is considered an "Arm's Length Transaction". Subject to any regulatory, director or other approvals that may be required, the completion of satisfactory due diligence by the Company and other conditions to be contained in the definitive agreement, it is anticipated that the Transaction will be structured as a share exchange with Energy Knowledge. Upon completing the Transaction, it is expected that the resulting issuer will change its name to "Energy Knowledge Inc.", or such other name acceptable to the parties and the Exchange, to reflect the Company's new direction ("Resulting Issuer") and be listed on the Exchange as an Energy Technology issuer.

The LOI also provides for: (i) a $25 million brokered or non-brokered private placement or public offering of equity, convertible equity, or such other securities or combination of securities of the Company as agreed to by the parties (the "Private Placement"); (ii) the appointment of a new management team and board of directors (collectively, the "New Management Team"); (iii) change of Corporation's name to "Energy Knowledge Inc.", and (iv) a consolidation of the Company's outstanding common shares on a 1:5 basis.


About Energy Knowledge and Industrial Evolution

Energy Knowledge, a private company incorporated under the laws of the Cayman Islands, is a newly-formed Silicon Valley-based Big Data and Highly Secure Industrial Internet solutions provider. On April 24, 2015, Energy Knowledge entered into a stock purchase agreement (the "Energy Knowledge Agreement") to acquire Industrial Evolution, Inc. ("Industrial Evolution"), an Arizona company with facilities in Arizona, Texas, and, Alberta. Pursuant to the Energy Knowledge Agreement, Energy Knowledge will acquire Industrial Evolution for an undisclosed amount to be satisfied by the payment to certain stockholders of Industrial Evolution in cash and stock. The Energy Knowledge Agreement is subject to various closing conditions, including the redemption of stock and options of non-vendors, and contains customary post-closing adjustments relating to working capital targets. Further details regarding the terms and conditions of the Energy Knowledge Agreement, including the purchase price, will be included in a follow-up news release to be issued by the Company.

Energy Knowledge intends to become a leader in the Industrial Internet of Things (IoT) by providing customers and their partner's access to highly secure data used for a variety of software solutions that extend the life cycle of capital equipment and improve operating performance of industrial assets and facilities. In addition to the acquisition of Industrial Evolution the company has a pipeline of other complementary acquisitions that will accelerate its growth. At least one additional acquisition is anticipated to close in 2015. Energy Knowledge was co-founded by seasoned executives formerly from Honeywell Inc. and Silicon Valley technology companies, and a co-founder of Endurance Wind Power, a global renewable energy company based in Vancouver, British Columbia.

Industrial Evolution is a leading provider of Data as a Services ("DaaS") to the world's leading energy and chemical companies globally. The DaaS solution collects real-time process data from industrial systems and devices, often from behind a corporate firewall, and makes the data available securely via the Internet to authorized customers and their partners either via a web site or a mobile device, direct data feed, or integrated directly with other software applications. The additional acquisitions will complement the DaaS offering.


Definitive Agreement

The parties will begin to prepare the legal documentation necessary to effect the Transaction. Pursuant to the LOI, Energy Knowledge has agreed to deal exclusively with the Company to enter into a definitive agreement on or before May 29, 2015 or such other date as the parties may agree to. The definitive agreement will include customary conditions to closing, plus the following specific conditions: (i) completion of satisfactory legal, financial and technical due diligence by the Company on Energy Knowledge and Industrial Evolution; (ii) completion of the Private Placement; (iii) appointment of the New Management Team; (iv) Exchange approval; and (v) approval from the respective boards and shareholders of the Company and Energy Knowledge as applicable.


New Management Team

The New Management team includes global energy and technology executives and board members with a solid track record of creating value in high-growth software and industrial technology businesses, including NASDAQ technology companies, and venture backed startups. The New Management team will apply its past experience to grow the Resulting Issuer through a combination of organic growth and acquisitions. The New Management Team collectively have over two decades of working experience together and have built businesses in excess of over one billion dollars in sales on a global basis in the technology space.

David Heighington and Alan Chan, both current directors of the Company, shall continue to serve as directors with the Resulting Issuer. The resignation of the Company's directors and the appointment of the New Management Team will occur contemporaneous with the closing of the Transaction.

Russ McMeekin, Chairman and Chief Executive Officer and Director		Mr. McMeekin is an Engineering Technologist and completed Harvard Business School/Honeywell sponsored Executive Leadership program as well as Stanford's School of Law Directorship Program. He was formerly the Global President of Honeywell's Advanced Software Group (Hi-Spec Solutions) then became President of Honeywell's Internet Business reporting to the CEO and Chairman of Honeywell. He also held several other CEO positions based in the Silicon Valley/United States, both private and public. Mr McMeekin, a Canadian, started his career in a Computer Aided Design venture sponsored by the University of Western Ontario in Ontario, Canada from 1989-1992.
Tom Galanty, Chief Investment and Financial Officer		Mr. Galanty has served in a variety of executive leadership roles at Honeywell and several software and SaaS companies serving industrial and commercial markets in multiple capacities. Mr. Galanty is currently a Managing Partner at FTV Group specializing in corporate development and investment in emerging technology businesses. Mr. Galanty holds a BS degree in Chemical Engineering from State University of New York, Buffalo and attended Pepperdine University's graduate school of business.
Simon Wright, Senior Vice President, Sales		Mr. Wright is a seasoned technology executive and founder and CEO of Industrial Evolution, where he pioneered cloud based Data as a Service for industrial markets (oil & gas, electric power, solar, chemicals, and metals). He was formerly a VP of Honeywell's Industrial Software group and started his career at ExxonMobil. Mr. Wright holds a BSc Chemical Engineering from Imperial College in London, UK and MBA from INSEAD in France.
Sylvain Dubois, Senior Vice President, Operations		Mr. Dubois is the COO and head of the Canadian technology and operations center for Industrial Evolution, a leading provider of cloud based Data as a Service for industrial markets. He leads all aspects of Industrial Evolution's deliverables and customer satisfaction. Mr. Dubois previously served in numerous senior operational roles for Honeywell in Canada, Australia, and Singapore. He holds a BSc degree in Engineering from Université Laval, Québec City, Canada.
Dave Rankin, Director and Chairman of the Corporate Governance and Nominating Committee		Mr. Rankin is a co-founder of Endurance Wind Power, Inc. (Surrey, B.C.) where he was one of the lead executives and a board member and spent the last three years based in London serving as Endurance's UK Managing Director. Mr. Rankin has been Owner and Consultant at RFPA Management Ltd. since June 2000, working with clients in the insurance, manufacturing, real estate, mining and renewable energy sectors. Mr. Rankin has served as a Board Member for numerous companies since 2004. He is an MBA graduate from the Ivey School of Business of the University of Western Ontario.
Sunir Kapoor, Director and Leader of Technology Committee (Big Data, Cloud and Analytics)		Mr. Kapoor is a leading expert in big data and advanced software analytics. He has over 28 years of international experience working in the technology space for high profile companies such as Oracle (VP Marketing and VP Global Strategy) where he was also part of the Management Committee and Microsoft (Director World Wide Business Strategy) where he reported to the Office of the President. Mr. Kapoor was most recently CEO of UBmatrix Inc, the creator of XBRL, the current standard for business information exchange, which was sold to RR Donnelley (NASDAQ:RRD). He was also previously CEO of E‐Stamp, credited with inventing the technology and market for Internet postage (NASDAQ:STMP). Sunir has a BS (Hon) in Physics from University of Birmingham (UK) and MS in Computer Systems from Cranfield (UK).
Matthew Shaw, Director and Chairman of the Investment Committee		Mr. Shaw is a financier with over 25 years of experience in investment banking and finance. He has held senior positions for ANZ Banking Group, Moscow Narodny and UBS. In 1998 he co-founded DEPFA Investment Bank, a specialist EM investment bank formed as a JV with DEPFA Group. After exiting DEPFA in 2002 following a buyout, Matthew left mainstream banking to focus on his consultancy and investment business (including running a JV carbon fund for Commerzbank/Gazprombank). He is currently an active angel investor in many start-ups/early stage companies with particular focus on renewable energy and FinTech. Mr. Shaw has a BA from the University of Manchester and an MBA (Finance) from the University of Bradford (UK).
Dr. Cecil Shewchuk, Director		Dr. Shewchuk is a serial entrepreneur with a successful record of creating value growing global high technology businesses with a focus on software products and industrial applications. He has been an Adjunct Professor at the University of Western Ontario (1985-2015), CEO London Technology Group (London, Ontario) Business Accelerator (1996-2015), CEO Decision Dynamics Technology, Software solutions serving Oil & Gas and Power Generation markets (2004-2006), Chief Product Officer, Aspen Technology (2002-2003), Vice President, Honeywell Process Solutions (1995‐97). Dr. Shewchuk holds a B.Eng.Sci. (Chemical Engineering) from University of Saskatchewan and a PhD (Process Simulation) Cambridge University.

Strategic Rationale and Corporate Strategy

The New Management Team believes the global energy industry spanning from wellhead to renewables is ripe for highly secure cloud based Data as a Service (DaaS) and complimentary cloud solutions. Energy Knowledge, through the acquisition of Industrial Evolution, will subsequent to closing of the Transaction provide the cloud based DaaS big data backbone and analytics for extending the life cycle of capital equipment and improving operating performance of industrial assets and facilities globally.


Private Placement

The Company and Energy Knowledge are currently negotiating the terms and conditions of the proposed Private Placement with a syndicate of agents and further details will be provided in a subsequent news release. The proceeds from the Private Placement will be used to fund the cash portion of the purchase price under the Energy Knowledge Agreement and for general working capital purposes. The completion of the Private Placement is expected to occur concurrently with the closing of the Transaction.


Shareholder and Stock Exchange Approvals

Completion of the Transaction is subject to a number of conditions and approvals including, but not limited to, the approval of the Exchange and shareholder approval. Under the policies of the Exchange, the completion of the Private Placement may be subject to the approval of the shareholders of the Company if the Private Placement results in the creation of a new "control person" (as defined under the policies of the Exchange). In addition thereto, the appointment of the New Management Team and Change of Business is subject to shareholder approval under the policies of the Exchange. The required disinterested shareholder approval may be obtained by the Company either by receipt of written consents by holders of more than 50% of the issued and outstanding voting shares of the Company (the "Written Consent") or by approval of a resolution at a special meeting of shareholders. The Company intends to obtain the Written Consent from its shareholders for all matters requiring shareholder approval, failing which the Company will convene and hold a special meeting on or before July 31, 2015.


Board of Director Recommendations

The board of directors of the Company has determined that the Transaction is in the best interest of its shareholders, has unanimously approved the Transaction and recommends that the shareholders execute the Written Consents approving such matters. Any shareholder of the Company wishing to obtain and execute the Written Consent should contact the Company as set out below.

The board of directors and officers of the Company, who, in the aggregate, control 4,731,000, representing approximately 36% of the common shares, will agree to enter into support agreements pursuant to which they will agree to resign upon completion of the Transaction and execute a Written Consent (or, if required, vote their Common Shares) in favour of the Transaction and the transactions contemplated thereunder.


Sponsorship of Business Combination

Sponsorship of a Change of Business Transaction is required by the Exchange unless exempt in accordance with Exchange policies. The Company intends to apply for an exemption from the sponsorship requirements. There is no assurance that the Company will ultimately obtain an exemption from sponsorship.


Reinstatement to Trading

The Company's shares will be halted pending receipt by the Exchange of certain required materials from the Company and until the Company engages a sponsor. The Company will provide further details in respect of the Transaction, in due course by way of press release.


Additional Information and Description of Significant Conditions to Closing

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. 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 Filing Statement or Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

If and when a definitive agreement between the Company and Energy Knowledge is executed, in accordance with the policies of the Exchange, the Company will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction, including information relating to sponsorship, name change, terms and conditions of the Private Placement, and to the extent not contained in this press release, additional information required by the Exchange with respect to the history and key financial information of Energy Knowledge and Industrial Evolution.


Forward-Looking and Cautionary Statements

This news release may include forward-looking statements including opinions, assumptions, estimates, the New Management Team's assessment of future plans and operations, and, more particularly, statements concerning the completion of the Transaction contemplated by the Agreement, the number of securities issued by way of the Private Placement, the business plan of the New Management Team, the change of name of the Company, the consolidation of the Company's common shares, use of proceeds, and debt levels following completion of the Transaction.

When used in this document, the words "will," "anticipate," "believe,", "intend," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements.

The forward-looking statements are founded on the basis of expectations and assumptions made by the Company and Energy Knowledge which include, but are not limited to, the timing of the receipt of the required shareholder, regulatory and third party approvals, the future operations of, and transactions completed by the Company and Energy Knowledge, as well as the satisfaction of other conditions pertaining to the completion of the Transaction.

Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company or Energy Knowledge, as the case may be, believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized.

Any number of important factors could cause actual results to differ materially from those in the forward -looking statements including, but not limited to, shareholder, regulatory and third party approvals not being obtained in the manner or timing set forth in the Agreement, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in general market conditions and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities.

Except as required by applicable laws, neither the Company nor Energy Knowledge undertakes any obligation to publicly update or revise any forward-looking statements contained herein.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN. THE SECURITIES 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 UNITED STATES PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.



Contact

Gold Ridge Exploration Corp.
Investor Relations
(403) 237-0018