KABN Systems North America Inc. ('KABN North America') and Torino Power Solutions Inc. (CSE: TPS) (the 'Company' or 'Torino Power') are pleased to announce that they have entered into a definitive agreement (the 'Definitive Agreement') dated January 13, 2020 with respect to the previously announced proposed reverse takeover of Torino Power by KABN North America.

The Definitive Agreement outlines the terms and conditions pursuant to which KABN North America and the Company will effect a business combination that will constitute a fundamental change of the Company and will result in a reverse takeover of the Company by the securityholders of KABN North America (the 'Proposed Transaction'). The Definitive Agreement was negotiated at arm's length.

Summary of the Transaction

The Proposed Transaction will be structured as an amalgamation of KABN North America and a wholly-owned subsidiary of the Company whereby the shareholders of KABN North America will receive post-Consolidation common shares of the Company ('Torino Shares') in exchange for their common shares of KABN North America ('KABN Shares'). Completion of the Proposed Transaction is subject to a number of conditions, including receipt of all necessary shareholder and regulatory approvals, including approval of the existing shareholders of the Company, and conditional approval of the Canadian Securities Exchange (the 'CSE') for the listing of the common shares of the resulting issuer (the 'Resulting Issuer') following completion of the Proposed Transaction. In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to a name requested by KABN North America and acceptable to applicable regulatory authorities (the 'Name Change'), (ii) consolidate its outstanding Torino Shares on a basis of ten old Torino Shares for one postConsolidation Torino Share (the 'Consolidation') and (iii) replace certain directors and officers of the Company on closing of the Proposed Transaction with nominees of KABN North America.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. As noted above, completion of the Proposed Transaction is subject to a number of conditions. The Proposed Transaction cannot close until the required shareholder approval is obtained in respect of the applicable matters. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or listing statement of the Company to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Torino 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 KABN Financing 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 forwardlooking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company'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 Proposed Transaction, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for holding the special meeting of shareholders of the Company and the timing for completing the Proposed Transaction, expectations for the effects of the Proposed Transaction or the ability of the combined company to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation and the diversion of management time on the Proposed Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forwardlooking 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 Company 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 Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

Contact:

Tel: 1714)991 9460

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