Fortify Resource Inc. Enters into Definitive Agreement with DV Infrastructure Corp.

Vancouver, B.C., Canada – November 3, 2017 — Fortify Resources Inc. (CSE: FTY) (“Fortify” and/or the “Company“), is pleased to announce that it has entered into a business combination agreement dated November 3, 2017 (the “Definitive Agreement“) with DV Infrastructure Corp. (“DVI“), pursuant to which Fortify will acquire all of the issued and outstanding securities of DVI (the “Transaction“), as more particularly described below. The Transaction was initially announced in a Fortify news release dated August 18, 2017, indicating Fortify and DVI had entered into a letter of intent in respect of the Transaction.

The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the Canadian Securities Exchange (the “Exchange“). If completed, the Transaction will constitute a “Fundamental Change” of Fortify, as such term is defined in Exchange policies. Fortify’s shares will remain halted until the Exchange has reviewed and approved the Transaction.

The Transaction

Pursuant to the Definitive Agreement, Fortify will acquire all of the issued and outstanding securities of DVI from DVI’s securityholders. Each shareholder of DVI will receive one (1) Fortify common share for each common share of DVI held. The share purchase warrants of DVI will also be exchanged for share purchase warrants of Fortify. Upon completion of the Transaction, DVI will become a wholly-owned subsidiary of the Company and the Company will change its name to “Crop Infrastructure Corporation”, or such other name as the parties may reasonably agree upon. The combined entity (the “Resulting Issuer“) will continue the business of DVI.

As this Transaction is considered a “related party transaction” pursuant to the provisions of Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (“MI 61-101“), it will require “minority approval” from each of Fortify’s shareholders at its special meeting expected to be held on December 15, 2017. In support of the Transaction, Fortify appointed a special committee of independent directors to review its merits. The special committee then retained RwE Growth Partners, Inc. (“RWE“) to prepare a “fairness opinion” in respect of the Transaction, which will be included in the management information circular to be distributed to Fortify’s shareholders in connection with its special meeting, at which minority approval from Fortify’s shareholders for the Transaction will be sought. Based upon and subject to the limitations contained in the fairness opinion, and such other matters as RWE has considered relevant, it is RWE’s opinion that, as of the date of the fairness opinion, the terms of the proposed transaction are fair from a financial point of view to Fortify’s shareholders.

As Fortify is a company listed on the Exchange, it is exempt from the formal valuation requirements of MI 61-101 pursuant to the exemption contained in section 5.5(b) of MI 61-101 on the basis that no securities of Fortify are listed or quoted on the markets specified therein.

The proposed Transaction will constitute a “related party” transaction under MI 61-101. Howe & Bay Financial Corp. (“H&B”) is a “control person” of Fortify and currently holds a 30.3% interest in Fortify and a 46.5% interest in Fortify on a partially diluted basis assuming the exercise of its share purchase warrants, being 984,242 common shares of Fortify and 984,242 share purchase warrants of Fortify. Brian Gusko, Hani El-Rayess, Robert Nicholas Horsley (a director of Fortify), and Daniel Terrett are all directors of H&B and each of them owns the following securities in Fortify and DVI: Name of Company

Name of Shareholder

Number of Securities

Fortify Resources Inc.

Robert Nicholas Horsley (director and chief executive officer of Fortify)

187,500 common shares & 187,500 share purchase warrants

Brian Gusko

Nil

Hani El-Rayess

187,500 common shares & 187,500 share purchase warrants

Daniel Terrett

250,929 common shares & 187,500 share purchase warrants

Howe & Bay Financial Corp.

984,242 common shares & 984,242 share purchase warrants

DV Infrastructure Corp.

Robert Nicholas Horsley

3,004,500 common shares

Brian Gusko

Nil

Hani El-Rayess (director of DV Infrastructure Corp.)

3,400,000 common shares

Daniel Terrett

3,750,000 common shares

Howe & Bay Financial Corp.

Nil

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