UPDATE ON PENDING ARRANGEMENT AND GARMATEX

By | October 17, 2016

Chilliwack/Surrey, British Columbia; October 14, 2016, Garmatex Holdings Ltd. (having changed its name from Oaxaca Resources Corp.; the “Company”) and Garmatex Technologies, Inc. (“Garmatex”) are jointly pleased to provide the following update respecting the pending statutory arrangement as between the Company and Garmatex which was originally announced on March 16, 2016 (the “Arrangement”). Pending satisfaction of the closing conditions and the court and securityholder approvals, Garmatex will become a wholly owned subsidiary of the Company and the securityholders of Garmatex will become securityholders of the Company.

Status of Arrangement The proposed Arrangement is commonly referred to as a reverse take-over (“RTO”) and effectively, upon closing, Garmatex shareholders will hold more than 50% of the post-closing outstanding shares of the Company, not including the shares to be issued by the Company as part of the concurrent Company financing. Upon closing of the Arrangement Agreement Garmatex shareholders will receive one share in the Company for each post-share consolidation Garmatex share (the share consolidation will be on a one new share for five old shares basis). The shares of the Company received by Garmatex shareholders will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act (the “Act”) and will be subject to a 12-month hold period from the date that the Company files “Form 10 information” with the SEC and the Company is compliant with its reporting obligations with the SEC. In addition, each post- Garmatex share consolidation share purchase warrant will be issued a replacement share purchase warrant in the Company and all outstanding post-Garmatex share consolidation stock options are to be cancelled on or prior to the effective time of the Arrangement.

Assuming the Arrangement closing conditions and the court and securityholder approvals are satisfied in the next 45 to 60 days; and which are presently being worked on; the Company and Garmatex anticipate completing the RTO within the next 60 days.

The Company and Garmatex will continue in the coming weeks to update their shareholders with information about the RTO, the progress with the concurrent Company financing and updates with respect to Garamtex’s business plan going forward.

The foregoing summary of the terms of the Arrangement does not purport to be complete and is qualified in its entirety by the Arrangement Agreement which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2016.

The securities to be issued pursuant to the Arrangement and the concurrent Company financing will not be and have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In addition, any such securities to be issued pursuant to the Arrangement and the concurrent Company financing will be “restricted securities” as defined under Rule 144(a)(3) of the Act and will contain the appropriate restrictive legends as required under the Act and any other applicable
securities laws.

Update on the business of Garmatex Technologies, Inc.
Garmatex is a developer of leading edge, disruptive fabric technologies. Garmatex’s proprietary fabrics’ are manufactured through a unique process that utilizes raw textiles and alters fabric formulation, resulting in performance fabrics that enhance wearer experience under multiple conditions. Garmatex offers innovative solutions for athletic, lifestyle, medical and industrial products.

Garmatex was acknowledged as one of the most innovative companies for 2015 by Apparel
Magazine and Garmatex fabrics are being supplied to a growing number of global brands that include ASICS, O’Neill, Mizuno, Laird Apparel, RVCA, AFTCO, 2UNDR and New Era Cap.
Of note, New Era Cap, exclusive license holder for on-field caps for the MLB and NFL and license holder with the NBA, NHL and NASCAR, introduced their premier golf cap,
incorporating Garmatex’s IceSkin™, as a technological breakthrough product to many of the elite golf courses in the U.S. and supplied the cap to the winning 2016 U.S. Ryder Cup team.

Garmatex’s President and CEO, Mr. Darren Berezowski, stated “The quality of our offerings along with our unique positioning in the market has attracted these name brands and is growing Garmatex as a strong ingredient brand.” Berezowski underscored the importance of completing on the planned RTO, saying “Increasing shareholder value by investing in innovation to develop new fabric technologies, combined with mergers and acquisitions, is integral to our growthoriented strategies and the RTO provides a vehicle in which to fund these efforts.”

Berezowski continued “As part of the RTO transaction we plan to relocate our Head Office to Orange County, California, which will better position us to service our largest brand partners and potential partners.”

Contact Garmatex Holdings Ltd. at:
7458 Allison Place, Chilliwack, British Columbia, Canada, V4Z 1J7
Devon Loosdrecht, President and CEO

Contact Garmatex Technologies, Inc. at:
Suite 101, 2455 – 192nd Street, Surrey, British Columbia, Canada, V3Z 3X1
Alex McAulay CPA, CA, Chief Financial Officer
[email protected]
Cell: 604.365.0425

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that
express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of activities, variations in the underlying assumptions associated with the estimation of activities, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate
as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.
Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.

Garmatex Technologies, Inc. announces binding agreement with Oaxaca Resources Corp.

By | April 19, 2016

GARMATEX TECHNOLOGIES, INC. HAS SIGNED AN ARRANGEMENT AGREEMENT TO COMPLETE AN RTO OF A PUBLIC COMPANY

Garmatex Technologies, Inc. announces binding agreement with Oaxaca Resources Corp.

Surrey, British Columbia; April 18, 2016; Garmatex Technologies, Inc. (“Garmatex” or the “Company”) is pleased to announce that it has signed a binding and definitive arrangement agreement (the “Arrangement Agreement”) with Oaxaca Resources Corp. (“Oaxaca”), a company listed and posted for trading on the OTC Pink operated by the OTC Markets Group Inc. under the stock symbol “OXCR.” Pending satisfaction of the closing conditions and the court and securityholder approvals, Garmatex will become a wholly owned subsidiary of Oaxaca and the securityholders of Garmatex will become securityholders of Oaxaca.

This transaction is commonly referred to as a reverse take-over (“RTO”) and effectively, upon closing, Garmatex shareholders will hold the majority of the post-closing outstanding shares of Oaxaca, not including the shares to be issued by Oaxaca as part of the concurrent Oaxaca financing. Upon closing of the Arrangement Agreement, Garmatex shareholders will receive one share in Oaxaca for each post-share consolidation Garmatex share (share consolidation will be on a one new share for five old shares basis). The shares of Oaxaca received by the Garmatex shareholders will be “restricted securities” as defined under Rule 144(a)(3) and will be subject to a 12-month hold period from the date that Oaxaca files “Form 10 information” with the SEC and Oaxaca is compliant with its reporting obligations with the SEC. The purposes of the Garmatex share consolidation are to assist with increasing the initial trading price of the stock and increasing the liquidity of Oaxaca’s stock.

Pending certain approvals, it is expected that Oaxaca will change its name to “Garmatex Technologies, Inc.” or such other company name as Garmatex may determine prior to the closing of the Arrangement Agreement, as well as change its stock symbol to more closely represent the new name going forward.

Assuming the closing conditions and the court and securityholder approvals are satisfied, Garmatex anticipates completing the RTO within the next 3 to 6 months.

Darren Berezowski, President and CEO of Garmatex states, “With the announcement of a binding agreement with Oaxaca, we are very pleased to reach an objective of being a public company with the advantages related to such as well as providing our shareholders with liquidity. We believe with the completion of the RTO will now better position us and make us more attractive for raising capital for our business over the course of the next 24 months as we work diligently to significantly surpass a cash flow breakeven point.”

Garmatex will continue in the coming weeks and months to update its shareholders with information about the RTO, progress with the concurrent Oaxaca financing, and updates with respect to Garamtex’s business plan going forward.

About Garmatex Technologies, Inc.
Garmatex is a revolutionary and disruptive fabric technology company. Our primary strategy is to deploy our intelligent performance fabrics as a premium ingredient brand, just as Gore-Tex® has done within the same market, or akin to Intel® in the computer space. Garmatex’s fabrics offer superior user performance relative to current market “standards” and have wide applications in multiple clothing and textile categories including sporting apparel, medical, sleepwear, linens, undergarments, military, designer wear, protective, industrial, safety and concealment.

Contact Garmatex Technologies, Inc. at:
Suite 101, 2455 – 192nd Street, Surrey, British Columbia, Canada, V3Z 3X1
Alex McAulay CPA, CA, Chief Financial Officer
[email protected]
Cell: 604-365-0425

Safe Harbor Statement
Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of activities, variations in the underlying assumptions associated with the estimation of activities, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.

Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.
_________

IceSkin: The Next Generation

By | April 29, 2015

Think you know what it means to keep your cool? Think again. We’re excited to be launching IceSkin Gear. This collection of cooling towels and accessories comes in a variety of sport themes: Tennis, Yoga, Golf, Run and Surf. Our five products—beach towels, neck towels, hand towels, Ice Bands and Cool Heads—are made with IceSkin technology. This moisture-activated fabric uses jade (yes, the jewel) to accelerate the cooling process. When the towel gets wet and air moves through it the jade cools the towel up to 30 degrees below average body temperature. The fabric stays cool for as long as it is wet. Soft, lightweight and washable—the jade is woven into the fabric so the cooling effect won’t ever wash out. Read More

Starting a Fashion Revolution

By | April 23, 2015

It’s 8:00 AM on a late April day and thousands of workers are tightly packed inside a garment factory. The electricity is cut and backup diesel generators kick in. Workers stand in terror as the building starts to collapse. Read More

A Holistic Approach: Garmatex Heads to the WCPT Congress

By | April 21, 2015

Poor posture, neck and back pain, tension aches and alignment issues—physical therapists address these problems every day for their patients. So does Prime4orm. That’s why we’re heading to the World Confederation for Physical Therapists Congress from May 1 – 4. This conference hosts the world’s leading physical therapists and the discipline’s thought leaders. In partnership with All Screens Media, Garmatex will introduce Prime4orm to those who can get it into the hands of people who really need it.

Read More

Get Kickstarted

By | March 31, 2015

30 days. 291 backers. $63,769 raised. 106% funded. We lived and breathed Kickstarter for more than a month, but it was worth it.

Like many Kickstarter campaigns, Prime4orm started out strong. We raised 30% in the first 3 days and were confident we were heading for the moon. But also, like many Kickstarter campaigns, we plateaued in the middle. So we took to the digital streets. We hopped on Twitter to engage with our supporters, we got the word out on Facebook and we shared our progress on Instagram. And of course we sent regular updates to our backers. Read More

Garmatex and 2UNDR: A Love Story

By | March 16, 2015

It’s an unlikely story of the perfect marriage. Introduced to Garmatex by retired NHL All Star Ray Ferraro over a game of golf, 2UNDR VP Jeff Williams was immediately intrigued. With a name like ColdSkin  and the use of natural jade minerals, 2UNDR felt a connection to our technical fabric. ColdSkin’s high performance cooling and moisture wicking was love at first sight for 2UNDR’s VP Creative Rocky Harris, “The unique and special formula concocted by Doug ‘the mad scientist’ combined with the creative name gives this fabric the edge.”

With features like the Joey Pouch and three lifestyle versions, the 2UNDR underwear brand has many high profile fans. Toronto Blue Jays star pitcher and 2012 AL Cy Young award winner R.A. Dickey stumbled upon 2UNDR and has become one of their best brand ambassadors. As Dickey says, “I can’t say enough about my 2UNDR briefs! Not only are they incredibly comfortable and breathable, but they have also proven to be a fantastic piece of performance wear. I am currently wearing the 2UNDR Gear Shift under my uniform and loving it!”

Professional Golfer Isaac “Sasquatch” Sanchez also swears by them. “The Joey Pouch is the only way to roll for your most prized possessions. Goodbye boxers, designer underwear; only 2UNDR for Sasquatch.”

We’re looking forward to a long and happy marriage with 2UNDR—because cooling fabrics and performance undergarments make for the best marriages.

Get your own 2UNDR here and as always, find us on social: Twitter / Facebook

So Says Science

By | March 10, 2015

Tim Cook famously (or infamously) said, “Sitting is the new cancer”. Some argued that sitting is really more like smoking in that it leads to adverse health conditions. Semantics aside, most of us know that prolonged sitting isn’t doing great things for our health.

Read More ...

Show Some Body Love

By | February 28, 2015

“Good posture is the key to having a healthy back, having proper blood flow and oxygen going through your body. Not just for golfers; it’s for everybody.” Isaac “Sasquatch” Sanchez

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Garmatex Launches Prime4orm Kickstarter Campaign

By | February 20, 2015
Prime4orm Kickstarter

Next week we’re launching a Kickstarter campaign for Prime4orm™. Prime4orm™ is a shirt that uses gentle tensions to re-engineer your form. Designed by Mike Lara, it is produced with a number of Garmatex technologies including AbsorbSkin™, IceSkin™, T3 , RecoverySkin and Bact-Out. We believe that if you can change your form you can truly change your life.

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