Decisive Dividend Corporation Closing of Private Placement

KELOWNA, BC / ACCESSWIRE / February 25, 2015 / Decisive Dividend Corporation (TSX-V:DE.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has closed its previously announced private placement offering (the "Offering") of subscription receipts ("Subscription Receipts"). At the closing, the Corporation issued 1,004,250 Subscription Receipts at a price of $2.00 per Subscription Receipt for aggregate gross proceeds of $2,008,500. Each Subscription Receipt entitles the holder thereof to receive one common share of the Corporation (a "Common Share") immediately prior to the closing of the Corporation's acquisition of PGR Ventures Inc. ("PGR"). The Corporation's acquisition of PGR will serve as the Corporation's Qualifying Transaction pursuant to the policies of the Exchange. It is anticipated that the Qualifying Transaction will close on or about February 27, 2015.

Industrial Alliance Securities Inc. (the "Agent") acted as agent for the Offering pursuant to an agency agreement between the Corporation and the Agent dated as of the date hereof. In consideration for its services, the Agent, and its sub-agents, received a cash commission equal to 7% of the gross proceeds of the Offering as well as warrants ("Agent Warrants") equal to 7% of the Subscription Receipts sold pursuant to the Offering. Each Agent Warrant entitles the holder thereof to purchase one Common Share at a price of $2.00 per Common Share for a period of two years from the date of closing of the Qualifying Transaction of the Corporation.

A number of insiders of the Corporation participated in the Offering and purchased an aggregate of 180,000 Subscription Receipts. Accordingly, due to such purchases, the Offering is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In accordance with MI 61-101, the Corporation is not required to obtain a formal valuation or minority approval of the transaction due to the fact that it may rely on an exemption to those requirements contained in MI 61-101, namely that: (i) the Common Shares are not listed on any specified markets as set forth in section 5.5(b) of MI 61-101; (ii) the fair market value of the Subscription Receipts issued to the insiders does not exceed $2,500,000; and (iii) the Corporation has one or more independent directors that are not employees of the Corporation and all of such independent directors approved the Offering.

The closing of the Offering and the Qualifying Transaction is subject to the final approval of the Exchange.

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange 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 filing statement 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 has in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

FOR FURTHER INFORMATION PLEASE CONTACT:

Mr. David Redekop, Director and Chief Financial Officer

#104, 1420 St. Paul Street
Kelowna, BC V1Y 2E6
Telephone: (250) 870-9146

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required consents and approvals for the Qualifying Transaction; changes in tax laws, general economic and business conditions; and changes in the regulatory regime and the risks associated with the business carried on by PGR. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

SOURCE: Decisive Dividend Corporation