GEA Technologies and DropLeaf Jointly Announce Entering Into Definitive Agreement for Proposed Merger


FOR: GEA Technologies Ltd.


and DropLeaf LLC

JULY 6, 2017

GEA Technologies and DropLeaf Jointly Announce Entering Into Definitive
Agreement for Proposed Merger

CALGARY, ALBERTA--(Marketwired - July 6, 2017) - GEA Technologies Ltd.
(NEX:GEA.H) ("GEA" or the "Company"), an Alberta
corporation listed on the NEX exchange, and DropLeaf LLC
("DropLeaf"), a limited liability company governed by the laws of
Nevada, are pleased to announce (further to the press release dated June 9,
2017), that the parties have entered into a share exchange and merger agreement
(the "Merger Agreement") dated June 21, 2017, with the DropLeaf
holders, pursuant to which a subsidiary of GEA will amalgamate (the
"Amalgamation") with DropLeaf.

The Amalgamation is structured as a three-cornered amalgamation and, as a
result, the amalgamated corporation ("Amalco") will become a
wholly-owned subsidiary of GEA on closing and the former holders of DropLeaf
will become shareholders of GEA and receive common shares and preferred shares
of GEA. The Amalgamation will constitute a reverse take-over under applicable
securities laws. It is a condition of the transaction that GEA apply to the
Canadian Stock Exchange ("CSE") for approval to have the common
shares of the Resulting Issuer (as defined below) listed for trading on the CSE
following the Amalgamation ("GEA Common Shares").

The transaction has been structured so that the Resulting Issuer qualifies as a
Foreign Private Issuer in the United States, until such time as the Company is
ready to become a U.S. domestic issuer for U.S. securities laws purposes. This
would involve the Resulting Issuer complying with securities reporting
requirements in the United States, including registering the Resulting Issuer
Common Shares by filing a Form S-1 registration statement under the United
States Securities Act of 1933, as amended (the "US Securities Act").
In order to qualify as a Foreign Private Issuer, the Resulting Issuer needs to
maintain a threshold whereby less than 50% of the voting shares of the
Resulting Issuer are held directly or indirectly by residents of the United
States. Accordingly, the holders of DropLeaf will receive a combination of GEA
Common Shares and preferred voting shares of GEA ("GEA Preferred
Shares"). DropLeaf holders will receive one (1) GEA Common Share and
0.11048 GEA preferred shares for each DropLeaf Share held. As consideration for
the acquisition of DropLeaf, GEA will issue approximately 16,623,790 GEA Common
Shares and 1,836,630 GEA Preferred Shares.

Each GEA Preferred Share carries the right to vote on an as-converted basis
(100 votes per GEA Preferred Share), as well as the right to receive dividends
at the same time as the GEA Common Shares on an as-converted basis, and the
right to receive the remaining property of GEA on the same footing as the GEA
Common Shares in the event of a winding-up or dissolution on an as- converted
basis. The GEA Preferred Shares each have a restricted right to convert into
one hundred (100) GEA Common Shares. In addition, the GEA Preferred Shares will
be automatically converted into GEA Common Shares in certain circumstances,
including upon the registration of the GEA Common Shares under the US
Securities Act. A full description of the GEA Preferred Shares will be included
in the Listing Statement to be prepared by GEA and DropLeaf in connection with
the transaction.

Immediately after the completion of the Amalgamation, on a non-diluted basis,
the former holders of DropLeaf will own approximately 16,623,788 GEA Common
Shares and 1,836,628 GEA Preferred Shares (representing 200,286,600 GEA Common
Shares on an as-converted basis, or 95% of the shares of the Resulting Issuer).
The existing holders of GEA will own 10,541,400 GEA Common Shares (5%) of the
Resulting Issuer. A deemed value of $0.06 per share has been placed on the GEA
Common Shares issued in connection with the Amalgamation, resulting in total
consideration paid to the holders of DropLeaf Shares of approximately US$10
million. Depending upon the timing for receipt of consent from the CSE to the
proposed listing, the parties anticipate closing the Amalgamation prior to the
end of August 2017, and in any event prior to September 30, 2017.

GEA's common shares were halted on June 6, 2017, at GEA's request, in
connection with the announcement of the proposed transaction and will remain
halted until the transaction is completed.

About DropLeaf

DropLeaf, a private limited liability Nevada company, was founded in 2014, for
the purpose of licensing Julian Marley's JuJu Royal Ultra Premium Cannabis
brand to producers and processors to develop branded strains of cannabis,
infused and edible cannabis consumables, as well as ancillary products such as
clothing, paraphernalia, posters, and other products. DropLeaf maintains its
head office and operations in Denver, CO and derives its revenue from licensing
and other fees and royalties generated from the various licensees who
ultimately distribute and sell the products.

For additional information concerning DropLeaf please refer to the press
release dated June 9, 2017, filed under the SEDAR profile for GEA at

DropLeaf Selected Financial Information:

Selected financial information for DropLeaf for the years ended December 31,
2016 and 2015 (audited) and for the three months ended March 31, 2017
(unaudited), is as follows.
                                For the three months     For the years ended
                                ended March 31, 2017             December 31
                                                            2016        2015
Sales(1)                                      27,908     387,116      33,212
Operating (loss)                           (147,973)   (353,226)   (556,849)
Net (loss)(2)                              (492,045)   (387,547)   (576,861)
Total assets                                 332,513     290,897     333,900
Total liabilities                          1,165,772   1,090,278     745,734
Stockholder's equity                                                        
 (deficit)                                 (883,259)   (799,381)   (411,834)
(1) Sales consist of license fees and royalties and the sale of merchandise.
(2) The net loss for March 31, 2017, includes a loss of $345,207 due to the 
    recognition of a loss on the acquisition of DropLeaf membership units   
    from a holder.                                                          


Proposed Board of Directors and Management

Following is a description of the proposed Board of Directors and management of
the Resulting Issuer. Subject to shareholder and CSE approval, the proposed
Board of Directors for the Resulting Issuer will consist of the below five
members, two of whom are currently considered as independent. A majority of the
proposed directors have significant experience with publicly listed companies.

Jeffrey Britz - Chairman & CEO and a Director

Mr. Britz is currently President of DropLeaf. In 2014, through DropLeaf, Mr.
Britz obtained the license for the Julian Marley JuJu Royal brand and has been
securing sub-licensees including growers, edible manufacturers and
manufacturers of related products. Mr. Britz has a consistent track record of
success building and operating large, successful, public and private companies
in various industries during his 40-year career. Mr. Britz's
accomplishments include the following:


--  From 1963 to 1987, Mr. Britz turned a small fabric company into
    Pacesetter Industries, one of the 50 largest publicly held garment
    companies in the United States with almost $50,000,000 in sales and over
    2000 employees prior to Mr. Britz's divestiture. 
--  From 2007 to 2010, Mr. Britz founded and operated First Realty Reserve,
    a real estate syndication firm, which owned over $200,000,000 of
    commercial real estate through limited partnerships. 
--  From 1987 to 1998, Mr. Britz founded and operated Allison Baer
    Securities, a company that managed initial public offerings of small
    high technology companies. 
--  From 1992 to 2001, Mr. Britz built Hudson Physical Therapy and its
    affiliated management company, Professional Management Bureau, from one
    physical therapy center in Jersey to over 65 physical therapy centers in
    New Jersey and Florida. 
--  From 2007 - 2014, Mr. Britz was involved in various ventures focused on
    the purchase and rehabilitation of residential real estate, including
    developing a lease to own program of over 50 homes in Atlanta, Georgia,
    founding WRI Capital II in 2010, a company that purchased and sold
    approximately 200 single family homes, and working with a large private
    equity firm in acquiring, leasing and managing over 5,000 single family
    homes in Atlanta and Florida. 


Travis Belcher - President and a Director

Mr. Travis Belcher has been a Managing Member, Founder and Chief Executive
Officer of DropLeaf since its inception in 2014. Mr. Belcher oversees the
day-to-day operations, nationally and internationally. His daily tasks include
but aren't limited to, Product/ Brand Development, Packaging, Fulfilment,
Quality Control, and Celebrity Endorsements Management. Between 1999 and 2014,
Mr. Belcher owned and operated Madison Avenue Cafe, a family business
established in 1992 with fifteen retail locations and direct wholesale
customers throughout the Midwest states. At Madison he was directly responsible
for the procurement of raw coffee beans from various regions around the world,
as well as securing state and government contracts, and management of all
retail locations. Mr. Belcher sold this business in 2014. In addition to his
experience in the Cannabis and Coffee industry, Mr. Belcher has extensive
experience in the entertainment and nightlife industry. The relationships that
were built and maintained throughout the entertainment business have enabled
DropLeaf to create the Julian Marley Brand.

Mark Scott, CPA - Chief Financial Officer

Mark E. Scott - Mr. Mark Scott was appointed Consulting Chief Financial Officer
and Secretary of DropLeaf on June 1, 2017, and has been a consultant since
December 1, 2016. Mr. Scott is the proposed Chief Financial Officer for the
Resulting Issuer. He has significant financial, capital market and relations
experience in public and private microcap companies. Mr. Scott is a certified
public accountant and received a Bachelor of Arts in Accounting from the
University of Washington.

Antonio Ruggieri, P.Eng., MBA - Director

Mr. Ruggieri is currently the President, CEO and a Director of GEA and is a
proposed Director for the Resulting Issuer. Mr. Ruggieri is a professional
engineer, executive and financier based in Calgary, Alberta. He was founder,
CEO and Director of two engineering firms, President and Director of a home
building company as well as a real estate manager before moving into his
current role. Mr. Ruggieri is a member of the Association of Professional
Engineers and

Geoscientists of Alberta (APEGA) and the Institute of Corporate Directors
(ICD). Furthermore, he has served on Technical, Investigative and Audit
Committees. He graduated with a Bachelor of Engineering from Concordia
University in Montreal and an MBA from the University of Calgary.

Scott Reeves, Director and Secretary

Mr. Reeves is currently a director of GEA and is a proposed director and
secretary for the Resulting Issuer. Mr. Reeves is a partner with TingleMerrett
LLP, a Calgary-based law firm with a focus on securities, corporate finance and
commercial transactions for emerging and growth companies, joint ventures and
partnerships. He has advised numerous private and public corporations
(including registered dealers) in a wide range of business matters including
access to capital markets, corporate governance and operational issues both
nationally and internationally.

Shares issued under the Amalgamation

The table below illustrates the number of Resulting Issuer Shares outstanding
and reserved for issuance following the Amalgamation.


                                               Percentage of total number of
                                                  Resulting Issuer Shares   
                                                 outstanding following the  
                          Number of Securities         Amalgamation         
                                                (undiluted)  (fully-diluted)
  GEA outstanding              10,541,400            5%            4.7%     
  Resulting Issuer Shares                                                   
   to be issued as                                                          
   consideration for the       200,286,600          95%           89.1%     
   DropLeaf Shares(1)                                                       
  Total Resulting Issuer       221,369,400          100%          98.5%     
  Resulting Issuer Shares                                                   
   issuable upon exercise        894,000             --            0.4%     
   of the GEA Options(2)                                                    
  Resulting Issuer Shares                                                   
   issuable upon exercise                                                   
   of the DropLeaf              2,553,486            --           1.14%     
  Total Resulting Issuer                                                    
   Shares(1) (fully            224,816,846           --            100%     
(1) Includes GEA Common Shares issuable upon the conversion of GEA Preferred
    Shares, which are only expected to be converted once the Resulting      
    Issuer has registered the GEA Common Shares on a Form S-1 registration  
    statement under the United States Securities Act of 1933, as amended).  
    As consideration for the acquisition of DropLeaf, GEA will issue        
    approximately 16,623,790 GEA Common Shares and 1,836,630 GEA Preferred  
    Shares issued and outstanding.                                          
(2) Includes 10,541,400 GEA Common Shares, issuable at a deemed price of    
    $0.06 per share, on Closing to Dosdall Properties Inc., or its nominees,
    a party at arm's length to GEA and DropLeaf, as a finder's fee in       
    connection with the Transaction, which represents 5% undiluted (4.7%    
(3) GEA options have an exercise price ranging from $0.06 to $0.50 and      
    expire at dates ranging from October 2017 (14,000 options) to 2022      
(4) DropLeaf options include the right to purchase 120,000 DropLeaf Shares  
    at a price of US$1.00 per share expiring 2022. The holders of DropLeaf  
    Options will enter into option exchange agreements and receive options  
    to purchase GEA Shares on an equivalent basis, receiving options to     
    purchase 21.2791 GEA Common Shares at a price of $0.06 for each DropLeaf
    Option held.                                                            

Principal Holders of DropLeaf

The principal holders of DropLeaf are Jeffrey Britz and Travis Belcher, both
U.S. residents. Mr. Britz currently holds 3,832,504 DropLeaf Shares (40.72% of
the DropLeaf Shares). Travis Belcher currently holds 1,170,454 DropLeaf Shares
(12.44% of the DropLeaf Shares). Mr. Britz will receive an aggregate of
6,768,821 GEA Common Shares and 747,832 GEA Preferred Shares (convertible into
74,783,236 GEA Common Shares) (36.8% of the Resulting Issuer - non-diluted).
Mr. Belcher will receive an aggregate of 2,067,211 GEA Common Shares and
228,389 GEA Preferred Shares (convertible into 22,838,942 GEA Common Shares)
(11.3% of the Resulting Issuer - non-diluted). In addition to any escrow
required under applicable securities legislation, Mr. Britz and Mr. Belcher
agreed to enter into a private escrow agreement whereby the GEA Preferred
Shares and the GEA Common Shares held by them will be deposited into escrow and
released as to 10% upon closing, and 15% thereafter on each 6 months
anniversary of the closing for a period of 36 months.

Conditions to Completion of the Amalgamation

The closing of the Amalgamation is subject to satisfaction or waiver of terms
and conditions, customary or otherwise, including all other applicable
approvals. There can be no assurance that the Amalgamation will be completed as
proposed or at all.

All information contained in this news release with respect to GEA and DropLeaf
was supplied by the parties respectively for inclusion herein.

About GEA

GEA is a technology company with licensed rights to a wireless technology able
to provide high- speed, self-healing networks in remote locations. A successful
transaction with DropLeaf would involve the disposition by GEA of its
technology assets.

Completion of the transaction is subject to a number of conditions, including
but not limited to, CSE acceptance. 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 management information
circular or filing statement 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 GEA should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.

Forward Looking Statements

This news release contains forward-looking statements relating to the timing
and completion of the Proposed Transaction, the future operations of GEA and
other statements that are not historical facts. Forward-looking statements are
often identified by terms such as "will", "may",
"should", "anticipate", "expects" and similar
expressions. All statements other than statements of historical fact, included
in this release, including, without limitation, statements regarding the
Proposed Transaction and the future plans and objectives of the Resulting
Issuer, are forward looking statements that involve risks and uncertainties.
There can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those anticipated
in such statements. Important factors that could cause actual results to differ
materially from the parties' expectations are risks detailed from time to
time in the filings made by GEA with securities regulations.

The reader is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or circumstances
may cause actual results to differ materially from those predicted, as a result
of numerous known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of GEA and DropLeaf. As a result, GEA and DropLeaf
cannot guarantee that the Amalgamation will be completed and that any
forward-looking statement will materialize and the reader is cautioned not to
place undue reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The forward-looking
statements contained in this news release are made as of the date of this news
release and Primary will update or revise publicly any of the included
forward-looking statements as expressly required by Canadian securities law.



GEA Technologies Ltd.
Antonio Ruggieri
President and CEO
(403) 703-8395
DropLeaf, Inc.
Jeffrey Britz
(201) 394-7882

INDUSTRY:  Computers and Software - Hardware, Computers and Software -
Internet, Computers and Software - Networking, Computers and Software -

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