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Good Life Networks Inc. Announces Definitive Agreement to Acquire Impression X

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Good Life Networks Inc. Announces Definitive Agreement to Acquire Impression X

PR Newswire

VANCOUVER, Aug. 30, 2018 /PRNewswire/ - Good Life Networks Inc. ("GLN", or the "Company") (TSXV:GOOD) (FSE: 4G5), a programmatic advertising technology company, announced today that it has entered into a definitive agreement (the "Definitive Agreement") to acquire all of the issued and outstanding shares (the "Purchased Shares") of Impression X, Inc. ("Impression X"), a leading connected television ("CTV") advertising technology company. The Definitive Agreement follows a binding letter of intent entered into between the two companies, originally announced in a Company press release dated May 17, 2018. GLN will acquire the Purchased Shares for an aggregate purchase price of up to US$4,500,000.

Under the terms of the Definitive Agreement, consideration for the Purchased Shares will consist of the following:

a)

US$500,000 in cash, payable to the shareholders of Impression X (the "Vendors") at closing;



b) 

US$400,000 in common share purchase warrants of the Company ("Warrants"), payable to the Vendors at closing, based upon the greater of: (i) the 10-day volume weighted average trading price of the Company's common shares on the TSX Venture Exchange ("TSX-V") immediately prior to the date of issuance; and (ii) the lowest price permitted by the policies of the TSX-V;



c)

a performance earn-out of up to US$1,000,000 in cash based on agreed-upon milestones; and



d)

a performance earn-out of up to US$2,600,000 in Warrants based upon the greater of: (i) the 10-day volume weighted average trading price of the Company's common shares on the TSX-V immediately prior to the date of issuance; and (ii) the lowest price permitted by the policies of the TSX-V.

 

Management of GLN is comfortable that it has the resources available and on hand to complete the acquisition of the Purchased Shares. The Definitive Agreement was negotiated at arm's length.

"We believe this acquisition should be immediately accretive to earnings," said Jesse Dylan, CEO of GLN. "CTV is a very exciting revenue vertical for us, as an increasing number of consumer TVs are connecting online. This acquisition and expansion into CTV is a perfect example of how we continue to leverage our technology to grow the company and create value for our shareholders."

The IAB (Interactive Advertising Bureau) Changing TV Experience report indicates that 56% of consumer TVs are now IP connected. The IAB anticipates CTV ad revenues are projected to hit $31.5 billion in 2018, up 275 percent from $8.4 billion in 2015.

"GLN technology will substantially elevate the industry leading performance of Impression X's CTV platform," said Matt Hopkins, CEO of Impression X. "The growing popularity of CTV is bringing important new opportunities traditionally associated with digital media to the television ecosystem, such as interactivity, data, and targeting. The combination of Impression X's platform powered by GLN technology will create an opportunity to be one of the leaders in this emerging CTV space."

The company anticipates the completion of the acquisition by September 28th, 2018 pending TSX-V acceptance.

The GLN Story

GLN is a patent pending machine learning programmatic video advertising technology company that does not collect PII (Personal Identifiable Information). GLN serves millions of online video ads daily 3 times faster than IAB (Interactive Advertising Bureau) standards through multiple server to server integrations with both publishers and advertisers. GLN is headquartered in Vancouver, Canada with offices in the US and UK. 

Digital ad revenue rose by 16.8%, more than double TV's in January of 2018 according to Forbes Magazine.

GLN trades on the TSX Venture Exchange under the stock symbol "GOOD" and The Frankfurt Stock Exchange under the stock symbol 4G5.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 beliefs regarding future events of management of GLN. 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 the Company's acquisition of Impression X. These statements generally can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. 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 timing of the acquisition of Impression X, successful completion of the acquisition of the Purchased Shares, fulfillment of all conditions to closing set forth in the Definitive Agreement, execution of the Definitive Agreement, the number of securities of GLN that may be issued in connection with the transaction; GLN realizing on the anticipated value of acquiring the Purchased Shares, GLN maintaining its projected growth, approval of the TSX Venture Exchange and general economic conditions or conditions in the financial markets. In making the forward‐looking statements in this news release, the Company has applied several material assumptions, including without limitation that the integration with Impression X's technology will be successfully completed in the time expected by management and will generate the anticipated revenue and expand GLN's global reach per management's expectations. GLN does not assume 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 GLN's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

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SOURCE Good Life Networks Inc.

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