CALGARY, ALBERTA–(Marketwired – May 2, 2017) –
THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW
Exito Energy II Inc. (“Exito“) (TSX VENTURE:EXI.P) and Good Life Networks Inc. (“GLN“) announce that, further to the news releases dated February 1, 2017 and October 8, 2016, the TSX Venture Exchange (“TSX-V“) has conditionally approved the proposed business combination intended to constitute Exito’s Qualifying Transaction (as such term is defined under the policies of the TSX-V). In connection with the Qualifying Transaction, Exito will acquire all of the issued and outstanding common shares in the capital of GLN in exchange for the issuance of common shares in the capital of Exito and the amalgamation of Exito and GLN shortly thereafter by way of plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Proposed Transaction“). Each of Exito and GLN have mailed their respective information circulars relating to the Proposed Transaction.
Exito and GLN have entered into amending agreements effective March 31, 2017 (“Amending Agreements“) to the amended and restated arrangement agreement dated January 31, 2017 (collectively, the “Arrangement Agreement“). The Amending Agreements amend, among other things, the timeline for completion of certain milestones pertaining to the Proposed Transaction as set out in the Arrangement Agreement. Exito and GLN will each seek shareholder approval for matters related to the Proposed Transaction on May 26, 2017.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, receipt of all required regulatory consents, including final TSX-V acceptance, satisfaction of customary closing conditions and the closing of a private placement of subscription receipts by GLN at a price of not less than $0.25 per subscription receipt (on a post-exchange ratio basis) to raise gross proceeds of not less than $6,500,000 (the “Offering“).
It is expected that the Offering and Proposed Transaction will close mid-June 2017. The outside date to complete the Arrangement has been revised to July 31, 2017.
Upon completion of the Arrangement, it is anticipated that the net proceeds of the Offering will be used by the resulting issuer to finance its operations going forward, being primarily day to day operations, retiring outstanding debt, further development of GLN’s technology platform, marketing efforts, targeting and attracting acquisitions, and for general working capital.
Upon completion of the Proposed Transaction, it is anticipated that the resulting issuer will be listed as a technology issuer, subject to TSX-V approval.
The meeting materials mailed to Exito shareholders with respect to the Proposed Transaction and the documents comprising the Arrangement Agreement are available under Exito’s profile on SEDAR at www.sedar.com.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to final TSX-V acceptance. The Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the transaction, any information released or received with respect to the Proposed 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.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Exito and GLN (the “Companies“). This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, the completion of the Proposed Transaction and the Offering and the anticipated use of proceeds of the Offering. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the finalization of the terms of the Offering; risks associated with any delays or difficulties encountered in respect of the transaction and Offering; the timing and receipt of certain approvals; delays in the receipt of requisite approvals and changes in general economic conditions or conditions in the financial markets. In making the forward‐looking statements in this news release, the Companies have applied several material assumptions, including without limitation: (1) the successful completion of the Offering; and (2) the receipt of necessary consents and approvals and satisfaction of all conditions precedent for the completion of the transaction, continuance, consolidation and Offering in a timely manner. Neither Exito nor GLN assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Exito’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
Exito Energy II Inc.
President, Chief Executive Officer and Director
Good Life Networks Inc.
President, Chief Executive Officer and Director