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Good Life Networks Expands Reach in Mobile Advertising with a Binding Letter of Intent to Acquire mPlore, a Leading Mobile Ad Technology Company

Newsfile Corp.

Vancouver, British Columbia--(Newsfile Corp. - April 10, 2019) - Good Life Networks Inc. (TSXV: GOOD) (FSE: 4G5) ("GLN", or the "Company"), a Vancouver-based programmatic advertising technology company is pleased to announce that it has entered into a binding letter of intent (the "LOI") to acquire all of the issued and outstanding equity units (the "Units") of mPlore, LLC ("mPlore"), a leading mobile content delivery platform based in Texas with operations in Newport Beach, California (the "Transaction"). GLN will acquire the Units for an aggregate purchase price of US$7,000,000, subject to adjustments.

The acquisition of mPlore will allow GLN to access the growing mobile advertising segment and capitalize on mPlore's cutting edge mobile platforms used to deliver content, mobile apps, mobile search and advertising solutions to consumers. Established in 2015, mPlore currently works with tier-one mobile carriers like T-Mobile and Sprint along with OEM (Original Equipment Manufacturer) device manufacturers worldwide to deliver solutions to market. mPlore's clients include Microsoft, Google, Yahoo, and Ericsson. Upon completion, the accretive acquisition will add another revenue stream to GLN's growing platform of advertising solutions.

"Following the success of our recent Net Applications R&D project, providing on page advertising technology to consumer's mobile devices, we are excited to announce the acquisition of their mobile division, mPlore," said Jesse Dylan, CEO of GLN. "mPlore is a leader in mobile ad technology, with a suite of innovative products targeting mobile users. According to the IAB's (Interactive Advertising Bureau), Canadian Media Usage Study, 91% of adults 18-34 access the internet on their mobile device and we are thrilled to expand our revenue opportunities into one of the fastest growing segments, mobile advertising.

"It is predicted that the mobile ad spend will surpass all traditional media combined by 2020 (1)," stated mPlore Chairman, Pete Wilson. "Our technology combined with GLN's will allow us to expand and capitalize on the exciting advertising opportunities available as more and more consumers view content on their mobile device."

Under the terms of the LOI, consideration for the Units will consist of the following:

  1. US$2,850,000 in cash, payable to the Unit holders of mPlore upon closing of the Transaction;

  2. a performance earn-out of up to US$2,100,000 in cash based on mPlore achieving mutually agreeable benchmarks over 24 months (terms to be disclosed upon signing the Definitive Agreement); and

  3. a performance earn-out of up to US$2,100,000 in common share purchase warrants of the Company ("Warrants") payable upon mPlore achieving mutually agreeable benchmarks, over 24 months (terms to be disclosed upon signing the Definitive Agreement) 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 (the "TSXV") immediately prior to the date of issuance; and (ii) the lowest price permitted by the policies of the TSXV.

The LOI contemplates the parties acting in good faith to finalize and enter into a definitive share purchase agreement (the "Definitive Agreement") within one-hundred and twenty (120) days from the execution of the LOI. The LOI was negotiated at arm's length.

The closing of the Transaction will result in the termination of a research & development agreement entered into by GLN and Net Applications Holdings LLC ("Net Applications") in 2018. mPlore is the mobile division of Net Applications.

The closing of the Transaction is conditional upon the Board of Directors and TSXV approval and the satisfaction of customary closing conditions to be contained in the Definitive Agreement.

About mPlore

mPlore is a division of Net Applications, a leader in digital performance solutions by enhancing impression quality and brand safety. Established in 2015, mPlore is a mobile content delivery platform which delivers a suite of products including, mobile search, content, mobile data and ad delivery to its clients. mPlore allows clients to target, display, market, deliver and monetize content and advertising to mobile device users.

The GLN Story

GLN's patent pending technology is the engine that sits between advertisers and publishers. A highlight of GLN's tech is that it does not collect PII (Personal Identifiable Information). Built for cross device video advertising: Mobile, In-App, Desktop and CTV (Connected Television) the GLN Programmatic Video Advertising Platform has among the lowest fraud rates of similar vendors in the industry. Advertisers make more money by reaching their target audience more effectively. GLN makes money by retaining a percentage of the advertiser's fee.

GLN is headquartered in Vancouver, Canada with offices in Newport Beach and Santa Monica California, New York and UK and trades on the TSXV under the stock symbol "GOOD" and The Frankfurt Stock Exchange under the stock symbol 4G5. For further information on the Company, visit www.glninc.ca

(1)https://www.emarketer.com/content/mobile-ad-spending-to-surpass-all-traditional-media-combined-by-2020

CONTACT

Investor Relations
investors@glninc.ca

Jesse Dylan, CEO
604 265 7511

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 mPlore. 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 mPlore, successful completion of the acquisition of the Units, 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 Units, GLN maintaining its projected growth, approval of the TSXV 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 mPlore'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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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43993