Vector Resources Inc. Signs Letter of Intent for Qualifying Transaction

Toronto, Ontario (FSCwire) - Vector Resources Inc. (“Vector” or the “Corporation”), a capital pool company as defined by the TSX Venture Exchange (“TSXV” or the “Exchange”), is pleased to announce that it has entered into a Letter of Intent (the “LOI”) dated September 21, 2015 with Tectonica Australia Pty Ltd. (“Tectonica”), a corporation existing under the laws of Australia, that sets out certain non-binding understandings and binding agreements between Vector and Tectonica (collectively referred to as the “Parties” and each is a “Party”) and serves as an agreement in principle concerning a proposed transaction between Vector and Tectonica that will result in a reverse takeover of Vector by the shareholders of Tectonica (the “Tectonica Shareholders”) and the acquisition of all of the assets, including, but not limited to, intellectual property and business prospects, of Tectonica.

Transaction

Vector and Tectonica will complete the proposed transaction by way of a share exchange or other form of transaction that will result in all of the issued Tectonica Shares (as defined below) on or before the Closing Date (as defined below) in exchange for common shares of Vector, or such other form of business combination transaction as would be mutually agreed upon by the parties (the “Transaction”). Upon completion of the Transaction, Tectonica’s current shareholders will hold approximately 96.525% of the issued and outstanding common shares of Vector, on a post-Transaction basis prior to closing the Private Placement, and Vector’s current shareholders will hold approximately 3.475% of the issued and outstanding common shares of Vector, on a post-Transaction basis prior to closing the Private Placement.

The value to be attributed to Vector is CDN$560,000 (US$423,268). The fair market value attributed to Tectonica and the consideration to be paid for the Tectonica Shares is Cdn$15,876,480 (US$12,000,000), which is based on a number factors including (a) the fair market value or the assets of Tectonica and its wholly-owned subsidiaries, and (b) subject to adjustment pursuant to the Parties’ due diligence and the terms of the LOI.

Pursuant to the terms of the LOI, completion of the Transaction will be subject to a number of conditions, including completion of the Private Placement (as defined and described below), completion or waiver of sponsorship, receipt of all required regulatory approvals, including the approval of the TSXV of the Transaction, completion of all due diligence reviews, satisfaction of the minimum listing requirements of the TSXV and all requirements under the TSXV rules relating to completion of a qualifying transaction, and execution of the Definitive Agreement (as defined and described below).

The final definitive structure of the Transaction is subject to receipt of tax, corporate and securities law advice for each of the Parties, and the requirement that the Transaction would occur on a tax-deferred or otherwise on the most tax-efficient basis possible for the Parties.

Authorized Share Capital of Vector

The authorized share capital of Vector consists of an unlimited number of common shares (the “Vector Shares”), of which there are currently 3,736,221 Vector Shares issued and outstanding, and 312,500 Vector Shares are reserved for issuance in respect of options granted to directors and officers at an exercise price of CDN$0.20 per Vector Share until November 14, 2021.

Authorized Share Capital of Tectonica

The authorized share capital of Tectonica currently consists of 2,423,003 ordinary shares (the “Tectonica Shares”) of which 2,423,003 are currently issued.

Vendors of Tectonica Shares

John S. Chambers, David Levy and Miles Partridge are vendors with respect to the Transaction and control or direct the Tectonica Shares. Messrs Chambers, Levy and Partridge reside in Australia.

Private Placement

Prior to or concurrent with closing of the Transaction, Tectonica intends to complete one or more private placements (the “Private Placement”) of Vector Shares for anticipated gross proceeds of approximately CDN$6,615,200 (US$5,000,000), taking into account a minimum offering amount to comply with TSXV minimum public distribution requirements, at a contemplated issue price of CDN$0.18 per Vector Share (prior to the completion of any consolidation of Vector Shares), subject to adjustment as determined in the context of the market, but will be no less than the value attributed to the Vector Shares for the purposes of the share exchange.

It is anticipated that the proceeds of the Private Placement will be used to establish North American and European marketing and business development offices, partially fund research and development of new products verticals and for general working capital purposes.

The Parties intend that the completion of the Transaction, including the satisfaction or waiver of all conditions, including receipt of all necessary consents and approvals, is targeted to occur on or about November 15, 2015 or such other earlier or later date as may be agreed upon by Vector and Tectonica (the “Closing Date”).

Special Meeting of Vector Shareholders

Although shareholder approval is not required, Vector will hold a special meeting of shareholders for purpose of approving matters necessary to complete the Transaction and Private Placements, including, but not limited to, a name change and contemplated consolidation of Vector Shares.

Qualifying Transaction

Pending the finalization and execution of a Definitive Agreement (as defined below) by the Parties and subject to the fulfillment of certain conditions precedent, the proposed Transaction is expected to constitute a “Qualifying Transaction” for Vector as defined in Policy 2.4 of the TSXV Corporate Finance Manual and is not a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 of the TSXV and, as such, shareholder approval is not required, unless otherwise required by the TSXV.

Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV, unless exempt in accordance with TSXV policies. Vector intends to apply for an exemption from sponsorship requirements; however, there is no assurance that Vector will obtain this exemption.

A filing statement in respect of the proposed Transaction will be prepared and filed in accordance with Policy 2.4 of the TSXV on SEDAR at www.sedar.com no less than seven business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed, as required pursuant to TSXV policies or any other material changes occur.

About Tectonica Australia Pty Ltd.

Tectonica, a privately owned Australian company with operations in West Melbourne, Victoria, Australia, that develops and integrates advanced technology for application in the Defence and Law Enforcement markets.  It has a track record of commercialising technology and developing innovative products for use by armoured vehicles, unmanned system and soldiers.  Tectonica has developed a range of defence and law enforcement solutions in the areas of land navigation and, power and data management systems.

Tectonica is focused on providing government and defence industry customers with cutting edge technology to meet the capability challenges of the future. Its team of professional engineers has a track record in successfully commercialising technology and completing government contracts complemented by its prototyping and manufacturing capability that deliver its products to global markets.

Definitive Agreement

Vector and Tectonica will use their good faith efforts to negotiate and reach a definitive agreement relating to the Transaction (the “Definitive Agreement”) on or before September 30, 2015 or such later time and date as may be mutually agreed to by the Parties. The Definitive Agreement will contain covenants, representations, warranties, conditions, indemnities and provisions customary for transactions of the nature of the Transaction.

Conditions Precedent

The Parties do not intend to be bound by the non-binding provisions or any provisions covering the same subject matter until the execution and delivery of the Definitive Agreement, which (i) execution and delivery would be conditional upon, or (ii) if successfully negotiated, would provide that the proposed Transaction would be subject to, terms and conditions, customary or otherwise, including but not limited to, the following:

• Approval of the board of directors of Vector;

• Satisfactory completion of the due diligence by the parties;

• Mutual covenants and undertakings to comply with all requirements, rules and laws of any and all applicable governmental bodies and stock exchanges including, without limitation, the TSXV’s rules and requirements governing capital pool companies;

• Receipt of all necessary consents, approvals, exemptions and authorizations of governmental bodies, stock exchanges, shareholders, lenders, lessors and other third parties in respect of the proposed Transaction;

• Absence of any material adverse change in the business, financial condition, prospects, assets, liabilities, or operations of either Tectonica or Vector or a subsidiary of either party;

• Vector having no outstanding debts or liabilities of any kind as at the Closing Date;

• Absence of any pending or threatened litigation regarding the Definitive Agreement or the Transaction;

• Completion of the Private Placement no later than concurrently with the closing of the Transaction; and

• Conversion of all outstanding options, warrants and any other convertible securities issued by Tectonica into Vector options.

Proposed Directors of the Corporation on a Post-Transaction Basis

Upon completion of the Transaction, it is contemplated that the board of directors of the Corporation would be comprised of 6 members with Tectonica nominating 3 such members and 3 of the existing directors of Vector to continue as a member subject to the approval of the TSXV:

Notwithstanding the above list of directors, the parties have agreed to use their best efforts to recruit mutually agreeable high calibre candidates to the board of directors and may adjust the number of directors of the Corporation upon completion of the Transaction accordingly. Officers of the post-Transaction corporation are to be determined.

Trading Halt and Additional Information

The Vector Shares will be halted pending receipt by the TSXV of certain required materials from the Corporation. The Corporation will provide further details in respect of the Transaction and the Private Placement, in due course by way of press release.

About the Corporation

Vector is a capital pool company. Since its incorporation, other than its initial public offering under the CPC Policy in November 2011 and the transactions in relation thereto, the Corporation has not commenced commercial operations and currently has no assets other than cash and promissory notes receivable, and liabilities.

For more information, please contact:

Neither 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 release.

This Press Release is not for dissemination within the United States.

Forward-looking Statements

Certain statements in this document constitute "forward-looking statements" within the meaning of various security legislation inclusive of but not limited to the United States Private Securities Litigation Reform Act of 1995 and/or "forward-looking information" under the Securities Act (Ontario). These statements include, without limitation, statements with respect to a Definitive Agreement, a proposed Business Combination, a Transaction, and matters concerning the business, operations, and strategy of Vector and Tectonica. These statements generally can be identified by use of forward-looking word such as "may", "will", “would”, “should”, "intends", “proposes”, "expects", "anticipates", "believes", “plans”, "estimates", or "continue" or the negative thereof or similar variations. The proposed terns of a Definitive Agreement, a Business Combination and a Transaction, and the future business, operations and performance of the Resulting Issuer discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the Transaction contemplated herein is completed.

We made a number of assumptions in the preparation of these forward-looking statements which may prove to be incorrect. You should not place undue reliance on our forward-looking statements, which are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the ability of Vector and Tectonica to obtain board and any necessary shareholder approval to enter into a Definitive Agreement, to complete a Business Combination, or to satisfy the requirements of the Exchange with respect thereto, securing and maintaining corporate alliances, the need for additional capital and the effect of capital market conditions and other factors, including capital availability, the potential dilutive effects of any financing, the timing of programs to explore, develop and commercialize products, the timing and costs of obtaining regulatory approvals, estimates regarding capital requirements and future revenues, the timing and amount of investment tax credits, and other risks detailed from time to time in our public disclosure documents or other filings with the securities commissions or other securities regulatory bodies in Canada and the U.S as well as abroad. Additional risks and uncertainties relating to the Corporation and our business can be found in the "Risk Factors" section of our Prospectus dated September 28, 2011, as well as in our other public filings. The cautionary statements qualify all forward-looking statements attributable to Vector and Tectonica and persons acting on their behalves. Unless otherwise stated, the forward-looking statements are made as of the date hereof, and we disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 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 a capital pool company 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.

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