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File: NR re Kona Bay PropGo LOI - (Mar 14) FINAL.docx

KONA BAY TECHNOLOGIES INC. 
 NEWS RELEASE
 TSXV: KBY
Not for distribution in the U.S. or to U.S. newswire services.

KONA BAY ANNOUNCES LETTER OF INTENT 
TO ACQUIRE ASIA INTERACTIVE SERVICES (HONG KONG) LIMITED.

March 14, 2019, Vancouver, British Columbia - Kona Bay Technologies Inc. ("Kona Bay" or the "Company") (TSXV: KBY) is 
--->pleased to announce that it has entered into a binding letter of intent dated March 8, 2019 (the "LOI") with Asia Inte
--->ractive Services (Hong Kong) Limited ("PropGo"), whereby Kona Bay is proposing to acquire 100% of PropGo by way of   a
---> reverse takeover of Kona Bay by PropGo (the "Proposed Transaction"), with the resulting company (the "Resulting Issue
--->r") operating under the name "PropGo Media Technologies Corp.," or such other name as may be approved by the board and
---> the TSX Venture Exchange (the "Exchange") and carrying on the business of PropGo as currently constituted.  In connec
--->tion with the Proposed Transaction, the Resulting Issuer will apply to list its common shares on the Exchange as a tec
--->hnology company.

The Proposed Transaction is an arm's length transaction. 

About PropGo

PropGo is a Hong Kong based leading real estate media and software company serving many large and influential real est
--->ate agencies and media companies. PropGo has built a suite of real estate agency enterprise software that allows real 
--->estate agencies to manage their entire business across multiple countries and geographies.  These enterprise software 
--->solutions include CRM, data analytics, listing stock management, and media distribution. PropGo counts many global and
---> reputable companies among its client base including the Financial Times, New York Times China, Nikkei, Christies Inte
--->rnational Realty, Colliers, Savills, and Sotheby's International Realty.
PropGo offers a scalable software platform with proprietary technology (which is developed in-house with no dependence
---> on any 3rd party platforms). PropGo's solutions are globally focused and can address multiple languages, countries, a
--->nd geographies on a single platform which now include China, Asia, EU, and the US. With a growing audience of over 50,
--->000,000+ monthly visitors (through PropGo, PropGoLuxury, and media partner sites), the company is able to reach and en
--->gage with property consumers around the world.
PropGo is currently in the process of getting its most recent year-ends audited. For the year ended December 31, 2018 
--->the unaudited statements indicate revenue of HK$13,363,422 and net income of HK$3,832,777 with assets of HK$5,081,728 
--->and liabilities of HK$707,776.
$1.00 CDN = $5.8 HK$

Transaction Summary

Pursuant to the terms of the LOI, the Proposed Transaction is anticipated to proceed by way of a share exchange, amalg
--->amation, scheme of arrangement or similar form of business combination whereby the shareholders of PropGo will receive
---> common shares in the capital of the Resulting Issuer in exchange for their securities of PropGo and shall become the 
--->majority shareholders of the Resulting Issuer.  The final form of the transaction is expected to be set forth in a def
--->initive agreement to be entered into among the parties that will replace and supersede the LOI (the "Definitive Agreem
--->ent").

An aggregate of 6,713,968 common shares of Kona Bay are currently issued and outstanding and a further 4,591,269 commo
--->n shares of Kona Bay are reserved for issuance under outstanding common share purchase warrants. Pursuant to the terms
---> of the LOI, Kona Bay is expected to undertake a two (2) for one (1) consolidation of its outstanding common shares (t
--->he "Share Consolidation"). As a result, there will be 3,356,984 Kona Bay shares on a post-consolidated basis and 2,295
--->,634 Kona Bay share purchase warrants outstanding. It is expected that 49,532,377 post-consolidation shares of Kona Ba
--->y will be issued to the shareholders of PropGo to acquire PropGo pursuant to the terms of the Proposed Transaction. In
---> addition, there are currently 4,975,000 PropGo share purchase warrants outstanding that are expected to be exchanged 
--->for common share purchase warrants of the Resulting Issuer upon completion of the Proposed Transaction. In conjunction
---> with the completion of the Proposed Transaction there is expected to be 52,889,361 shares excluding share issued on t
--->he Concurrent Private Placement (as defined below).

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, completion
---> of the Share Consolidation, Exchange approval, and shareholder approval if required pursuant to Exchange or corporate
---> law requirements.  In addition, completion of the Proposed Transaction is subject to certain standard closing conditi
--->ons, including the completion of due diligence investigations to the satisfaction of each of Kona Bay and PropGo, exec
--->ution of the Definitive Agreement, and there being no material adverse change in the business of Kona Bay or PropGo pr
--->ior to completion of the Proposed Transaction.

Concurrent Financing

In connection with the closing of the Proposed Transaction, the Company is expected to carry out a private placement (
--->the "Concurrent Private Placement") for aggregate gross proceeds of up to $5,000,000 USD at a price of $0.40 USD per c
--->ommon share on a post-consolidated basis.

In connection with the Proposed Transaction, it is expected that there will be certain changes to Kona Bay's managemen
--->t and its board of directors (further details of such proposed appointments and nominees will be provided as the Propo
--->sed Transaction progresses and when the Definitive Agreement has been entered into). A new board of directors of the R
--->esulting Issuer shall be nominated by PropGo and current directors and officers of Kona Bay shall resign at or prior t
--->o the closing of the Proposed Transaction.

The Company intends to hold a special meeting of its shareholders with respect to the Proposed Transaction if required
---> under securities law or Exchange requirements.   

Trading of the common shares of the Company has been halted and will remain halted in accordance with Exchange policie
--->s until all required documentation with respect to the Proposed Transaction has been received and the Exchange is othe
--->rwise satisfied that the halt should be lifted.

No advances or deposits from Kona Bay to PropGo are anticipated.

Sponsorship of a Reverse Take Over ("RTO") is required by the Exchange unless an exemption from the sponsorship requir
--->ement is available. Kona Bay intends to apply for an exemption from sponsorship for this RTO. There is no assurance th
--->at an exemption from this requirement will be obtained.

A press release with further particulars relating to the Proposed Transaction will follow in accordance with the polic
--->ies of the Exchange, which will include a summary of the Definitive Agreement and transaction consideration, summary f
--->inancial information of PropGo, biographical information on the proposed directors and officers of the Resulting Issue
--->r, and other relevant information on the Proposed Transaction and related financings.

ON BEHALF OF THE BOARD OF DIRECTORS
"Vincent Wong" 
President and Director 


For further information please contact Kona Bay Investor Relations at:

Tel: (604) 235-1950 
Email: investor.relations@konabaytech.com


Cautionary Statement

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance 
--->and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 
--->the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the t
--->ransaction will be completed as proposed or at all. 

This release includes certain statements and information that may constitute forward-looking information within the me
--->aning of applicable Canadian securities laws. All statements in this news release, other than statements of historical
---> facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of fut
--->ure performance including that the Proposed Transaction is anticipated to be by way of share exchange or other similar
---> business combination, that the Proposed Transaction is expected to complete on the terms and timeline as anticipated 
--->by management, that a Definitive Agreement is expected to be entered into, that Kona Bay is expected to undergo the Sh
--->are Consolidation on the terms as expected by management, that PropGo's common share purchase warrants is expected to 
--->be exchanged for Kona Bay post-consolidation common share purchase warrants, that the Resulting Issuer is expected to 
--->complete the Concurrent Private Placement as anticipated by management and that Kona Bay is expected to undergo a chan
--->ge in management in connection with the Proposed Transaction.  Generally, forward-looking statements and information c
--->an be identified by the use of forward-looking terminology such as "intends," "anticipates," "it is expected," or vari
--->ations of such words and phrases, or statements that certain actions, events or results "may," "could," "should," or "
--->would" occur. Forward-looking statements are based on certain material assumptions and analyses made by the Company an
--->d the opinions and estimates of management as of the date of this press release, including that the Proposed Transacti
--->on will be by way of share exchange or other similar business combination, that the Proposed Transaction will be compl
--->eted on the terms and timeline as anticipated by management, that a Definitive Agreement will be entered into, that Ko
--->na Bay will undergo the Share Consolidation on terms as expected by management, that PropGo's common share purchase wa
--->rrants will be exchanged for Kona Bay post-consolidation common share purchase warrants, that the Resulting Issuer wil
--->l complete the Concurrent Private Placement as anticipated by management and that Kona Bay will undergo a change in ma
--->nagement in connection with the Proposed Transaction.  Although the Company considers these assumptions to be reasonab
--->le based on information currently available to it, they may prove to be incorrect, and the forward-looking statements 
--->in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ
---> materially from those expressed or implied in such forward-looking statements.  Such risk factors may include, among 
--->others, that the Proposed Transaction will not be by way of share exchange or other similar business combination, that
---> the Proposed Transaction will not be completed on the terms and timeline as anticipated by management, that a Definit
--->ive Agreement will not be entered into, that Kona Bay will not undergo the Share Consolidation on terms as expected by
---> management, that PropGo's common share purchase warrants will not be exchanged for Kona Bay post-consolidation common
---> share purchase warrants, that the Resulting Issuer will not complete the Concurrent Private Placement as anticipated 
--->by management and that Kona Bay will not undergo a change in management in connection with the Proposed Transaction.  
--->There can be no assurance that the transactions contemplated in this news release will complete.  Although management 
--->of the Company has attempted to identify important factors that could cause actual results to differ materially from t
--->hose contained in forward-looking statements or forward-looking information, there may be other factors that cause res
--->ults 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. Accor
--->dingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers
---> are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not under
--->take to update any forward-looking statement, forward-looking information or financial outlook that is incorporated by
---> reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared 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 Kona Bay should be considered hig
--->hly speculative. 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approve
--->d nor disapproved the contents of this press release.