Mr. Jesse Dylan reports
GOOD LIFE NETWORKS ANNOUNCES UPDATED ACQUISITION DEAL TERMS AND AMENDMENT OF PRIVATE PLACEMENT OFFERING TERMS
Good Life Networks Inc. has amended the closing payment terms associated with the acquisition of mPlore LLC (see news release dated April 10, 2019). Due to these more favourable acquisition terms, Good Life is also pleased to announce that, subject to regulatory approval, it proposes to amend the terms of its previously announced private placement offering (see news release dated June 3, 2019).
Upon closing of the acquisition, the payment due to mPlore will be reduced by $2-million (U.S.). Additionally, the parties intend to add a performance earn-out term, whereby GLN will pay mPlore up to $2-million (U.S.) after 24 months from the date that a definitive agreement is signed, provided that mPlore achieves certain mutually agreeable performance benchmarks (complete terms to be disclosed upon the signing of a definitive agreement). The aggregate price of the acquisition will remain unchanged.
As a result of these amendments to the acquisition, the company intends to reduce the maximum amount of the offering from $5-million to $2-million to align with the reduced closing cash requirement needed to acquire mPlore. The company intends to use the net proceeds of the offering to complete the acquisition and subsequently for the expansion and operation of mPlore.
Proposed amended terms of acquisition
The amendments to the binding letter of intent announced on April 10, 2019, include:
- Upon closing of the acquisition, the company will pay $850,000 (U.S.) in cash (previously $2.8-million (U.S.)) to the unitholders of mPlore;
- 24 months after the signing of a definitive agreement representing the amended terms of the acquisition, the company will pay to the unitholders of mPlore, a performance earnout of up to $2-million (U.S.) (previously nil) in cash, provided that mPlore achieves certain mutually agreeable benchmarks.
Proposed amended terms of offering
The proposed amendments to the offering announced on June 3, 2019, include:
- A unit price of 20 cents (previously 27 cents);
- Total gross proceeds of up to approximately $2-million (previously $5-million);
- In the event that, after the date that is six months following the closing of the offering, the closing trading price of the common shares of the company on the TSX Venture Exchange is at or above 75 cents per common share for a period of 20 consecutive trading days, the company may accelerate the expiry date of the warrants underlying the units by giving notice to the holders thereof and in such case the warrants will expire on the 30th day after the date on which such notice is given by the company.
Subscribers will be subject to a statutory hold period that extends four months plus one day from the closing of the offering.
The closing date of the offering is scheduled to be on or about June 28, 2019, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
Jesse Dylan, chief executive officer of the company, commented: "GLN's evolution into the mobile space is an integral part of our growth strategy. Why? It's predicted that the mobile ad spend will top $93-billion in 2019, over $20-billion more than what will be spent on TV! (1) It's our intention to capture a portion of that advertising spend through the acquisition of mPlore. By reducing the amount of cash required to close the acquisition we will be able to utilize additional resources to support the planned expansion of mPlore to achieve our financial objectives. These new deal terms also reduce the need for acquisition capital."
About mPlore LLC
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 currently works with Tier 1 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.
About Good Life Networks Inc.
The company's patent-pending technology is the engine that sits between advertisers and publishers. A highlight of Good Life'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 company's 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.
(1) See Emarketer website.
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