Pacific Iron Ore Corp. Announces Proposed Reverse Take Over with Think Technologies

Calgary, February 5, 2020 - Pacific Iron Ore Corp. (the "Corporation") is pleased to announce that it has entered into a non-binding letter of intent dated February 3, 2020 (the "LOI") with Think Technologies Corp. ("Think"), an arm's length private company incorporated under the laws of British Columbia, pursuant to which the Corporation and Think intend to complete a business combination that will result in a reverse takeover of the Corporation by the securityholders of Think (the "Transaction") by way of share exchange, plan of arrangement, amalgamation, or alternate structure to be determined, having regard to relevant tax, securities and other factors.

Vancouver-based Think is an emerging technology company specializing in applied Artificial Intelligence (AI) solutions in the digital marketing industry. Think's first product, Mavyn.ai, is focused on the $330 billion annual digital advertising space, dominated by Facebook and Google. Mavyn.ai provides businesses with powerful AI-driven brand analysis and completely automates the process of creating, deploying and optimizing online digital ads.

Think has 28,470,000 common shares issued and outstanding. The Corporation has 7,257,857 common shares ("POC Shares") issued and outstanding and 225,000 share options exercisable at a price of $0.05 each until November 12, 2024.

Subject to satisfactory completion of due diligence, the parties intend to enter into a definitive agreement with respect to the Transaction (the "Definitive Agreement") on or before March 20, 2020, with the Transaction expected to close no later than May 29, 2020. The LOI contemplates that the Corporation will apply to list the shares of the combined entity resulting from the Transaction (the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE"). Listing will be subject to meeting the requirements and obtaining the approval of the CSE. There is no certainty that the POC Shares will be listed on the CSE.

In connection with the Transaction, Think intends to complete a private placement offering of no less than $500,000 (the "Offering") on terms to be determined in the context of the market, and the existing shareholders of Think have agreed or will agree to place their securities in escrow or have a legend affixed to such securities restricting their sale or transfer for a minimum of four months following the listing of the Resulting Issuer's shares on the CSE.

Pursuant to the proposed Transaction, the Corporation will consolidate the POC Shares (the "Consolidation") on a basis that results in the holders of POC Shares holding, in the aggregate, after completion of the Consolidation, such number of POC Shares having a value of $500,000, with the Consolidation ratio determined on the basis of the actual, as opposed to targeted, per share pricing of the Offering. In addition, upon the closing of the Transaction, the current directors and officers of the Corporation are expected to be replaced by the directors and officers of Think.

A more comprehensive news release will be issued by the Corporation if and when the Definitive Agreement is entered into, disclosing details of the Transaction, including certain financial information respecting Think, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting the Offering.



For further information, please contact:

Pacific Iron Ore Corp.
Joel Freudman, President and Chief Executive Officer
Telephone: (647) 880-6414

Think Technologies Corp.
Rob Goehring, Chief Executive Officer
Telephone: (604) 265-7580



About Think Technologies Corp.

Think Technologies Corp. is an emerging leader in Applied Artificial Intelligence (AI) solutions for the digital marketing industry, with core expertise in computer vision and natural language processing technologies. Think's first product, Mavyn.ai, is focused on the $330 billion annual digital advertising space, dominated by Facebook and Google. Mavyn.ai provides businesses with powerful AI-driven brand analysis and completely automates the process of creating, deploying and optimizing online digital ads.

All information contained in this news release with respect to Think was supplied by Think for inclusion herein and the Corporation has relied on the accuracy of such information without independent verification.

Investors are cautioned that, except as disclosed in the listing statement of the Corporation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.


This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the Offering in the United States. 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.


Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Corporation's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Corporation's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Transaction, expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, expectations for the effects of the Transaction, the completion of the Offering, or the ability of the Resulting Issuer to successfully achieve business objectives, expectations regarding the availability of additional financing, and expectations for other economic, business, and/or competitive factors.

Although the Corporation believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward- looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Corporation does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Corporation or persons acting on its behalf is expressly qualified in its entirety by this notice.