Exito Energy II Inc. and Good Life Networks Inc. Amend Arrangement Agreement


CALGARY, July 31, 2017 /CNW/ - Exito Energy II Inc. ("Exito") (TSX Venture: EXI.P) and Good Life Networks Inc. ("GLN") announce that, further to the news releases dated May 2, 2017 and June 2, 2017, Exito and GLN have entered into a third amending agreement dated July 31, 2017 (the "Third Amending Agreement") to the amended and restated arrangement agreement dated January 31, 2017, as amended by an amending agreement dated effective March 31, 2017 and a second amending agreement dated effective March 31, 2017 (collectively, the "Arrangement Agreement"), with respect to the proposed business combination intended to constitute Exito's Qualifying Transaction, as such term is defined under the policies of the TSX Venture Exchange (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").

Shareholders of both Exito and GLN have approved all required matters relating to the Proposed Transaction and the Supreme Court of British Columbia has granted the final order with respect to the Proposed Transaction. 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"). Exito and GLN expect to provide additional details regarding the Offering in due course.

The Third Amending Agreement allows for an additional 10,526,315 common shares of GLN to be issued prior to the effective time of the Proposed Transaction. This amendment relates to an increase in GLN's bridge financing (the "Bridge Financing") for up to an additional $500,000 in principal amount of unsecured convertible notes at a conversion price of $0.0475 per unit (on a pre-exchange ratio basis). GLN previously raised $799,140 pursuant to the Bridge Financing on April 25 and April 27, 2017, as more particularly disclosed in the Joint Information Circular Supplement of Exito and GLN dated March 31, 2017 (the "Joint Supplement"), previously mailed to shareholders in connection with the annual and special meetings of Exito and GLN held on May 26, 2017. The Addendum to the Joint Supplement dated May 11, 2017, previously mailed to shareholders, disclosed that 4,375,922 resulting common shares will be issued pursuant to the conversion of the notes issued in the initial closing of the Bridge Financing. Should the full $500,000 be subscribed for in the increased Bridge Financing, an additional 2,737,894 resulting issuer shares (on a post-exchange ratio basis) will be issued and outstanding on closing of the Proposed Transaction.

The Third Amending Agreement also extends the outside date for the Proposed Transaction to September 30, 2017 from July 31, 2017 to allow for additional time to complete the Offering. It is expected that the Offering and the Proposed Transaction will close mid-September 2017.

Cautionary Statement

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to final TSX-V acceptance. 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, the Offering and the increased Bridge Financing. 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 the increased Bridge Financing; 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.

SOURCE Exito Energy II Inc.

For further information: Brad Docherty, President, Chief Executive Officer and Director of Exito at (403) 472-5767; Jesse Dylan, President, Chief Executive Officer and Director of GLN at (604) 341-8300. Additional information about GLN can be found at www.glninc.ca

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