Geo Point Resources, Inc. Announces Signing of Share Exchange Agreement

SANTA ANA, Calif.–(BUSINESS WIRE)–On November 22, 2017, Geo Point Resources, Inc. (the “Company”) entered
into a Share Exchange Agreement with TORtec Group, a Wyoming corporation
(“TORtec”) and all of the shareholders of TORtec, pursuant to which the
Company will acquire 100% of the issued and outstanding shares of common
stock of TORtec in exchange for 90% of the issued and outstanding shares
of the common stock of the Company. As a result of the acquisition,
TORtec will become our wholly-owned subsidiary.

Under the terms of the Agreement, the current shareholders of TORtec
will receive an aggregate of 90,000,000 shares (90%) of our common
stock. Current shareholders of the Company will retain 10,000,000 shares
(10.0%) of the common stock of the Company.

The Agreement also provides that at the closing, the Company’s current
Board of Directors will be replaced by Franc Smidt, Ms. Irina
Kochetkova, Stephen H. Smoot and Jeffrey R. Brimhall, and up to three
representatives designated by Franc Smidt. The new officers of the
Company to be appointed by the new Board shall be Stephen H. Smoot, CEO
& President; Alex Schmidt, Vice President; Irina Kochetkova, Secretary
and Treasurer.

The successful closing of the acquisition is subject to various terms
and conditions described in the Agreement, including the delivery of all
outstanding shares of TORtec common stock, all required corporate
approvals, and delivery of financial statements and other items
specified in the Agreement. A copy of the Agreement has been attached as
Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission on November 29, 2017. It can be
accessed through the SEC’s EDGAR database at www.sec.gov.

We expect the acquisition of TORtec to be finalized on or before
December 4, 2017, or as soon thereafter as reasonably possible.
Following consummation of the acquisition, we will become engaged,
through our subsidiary TORtec Group, in the business of harnessing the
natural implosion forces of a vortex (tornado), employing resonating
frequencies, to disintegrate soft to ultra-hard materials into micron or
nano-sized particles.

On September 9, 2017, TORtec Group entered into an exclusive General
License Agreement on commercialization of TOR-technologies in the
markets of North, Central and South America. A copy of the Agreement is
attached to the Share Exchange Agreement as Annex BB in the Form 8-K
filed with the U.S. Securities and Exchange Commission on November 29,
2017.

The ‘TOR-technology’ equipment is best described as a cascaded adiabatic
resonance vortex mill utilizing compressed air as the energy in the
system. This proprietary technology includes the ability to size and
classify material processed by elemental composition and specific
gravity.

In some cases, the quality and composition of the materials and liquids
processed are new. This TOR-technology has the potential to influence
the efficiency and quality of the micro-pulverization industry for
re-mineralizing soil, conserving energy, cleaning up and extracting
value from mining waste piles and creating new bio-products and
metal-ceramic composites.

The 90,000,000 shares of our common stock to be issued to the
shareholders of TORtec shall be issued in reliance on one or more
exemptions from securities registration. The shares have not been
registered under the Securities Act and are "restricted securities" as
that term is defined in SEC Rule 144 promulgated under the Securities
Act and must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such
registration is available. The shares will be issued in reliance on the
exemption provided in Section 4(2) of the Securities Act, SEC Rule 506
or SEC Regulation S, and stock certificates representing those shares of
the Company will contain an appropriate restricted legend.

This news release contains forward-looking information that may be
affected by certain risks and uncertainties, including those risks and
uncertainties described in the Company’s most recent filings with the
Securities and Exchange Commission. The Company’s actual results could
differ materially from such forward-looking statements. We assume no
duty to update these statements at any future date.

Contacts

Geo Point Resources, Inc.
ACE SORENSEN
c. 801-687-1521
[email protected]