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Good Life Networks Announces Updated Acquisition Deal Terms and Amendment of Private Placement Offering Terms

Newsfile Corp.

Vancouver, British Columbia--(Newsfile Corp. - June 20, 2019) - Good Life Networks Inc. (TSXV: GOOD) ("GLN" or the "Company"), is pleased to announce it has amended the closing payment terms associated with the acquisition (the "Acquisition") of mPlore, LLC ("mPlore") (see news release dated April 10, 2019). Due to these more favorable acquisition terms, GLN is also pleased to announce that, subject to regulatory approval, it proposes to amend the terms of its previously announced private placement Offering (the "Offering") (see news release dated June 3, 2019).

Upon closing of the Acquisition, the payment due to mPlore will be reduced by US$2,000,000. Additionally, the parties intend to add a performance earn-out term, whereby GLN will pay mPlore up to US$2,000,000 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, GLN intends to reduce the maximum amount of the Offering from $5,000,000 to $2,000,000 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 10th, 2019 include:

  1. upon closing of the Acquisition, GLN will pay US$850,000 in cash (previously US$2,800,000) to the unit holders of mPlore; and

  2. 24 months after the signing of a definitive agreement representing the amended terms of the Acquisition, GLN will pay to the unit holders of mPlore, a performance earn-out of up to US$2,000,000 (previously $0) 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:

  1. a unit price of $0.20 (previously $0.27);

  2. total gross proceeds of up to approximately $2,000,000 (previously $5,000,000); and

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 GLN on the TSX Venture Exchange (the "TSXV") is at or above $0.75 per common share for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the warrants ("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 (4) months plus one (1) 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 TSXV and the applicable securities regulatory authorities.

Jesse Dylan, CEO of GLN 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

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-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.

www.mplore.com

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

investors@glninc.ca

CEO Jesse Dylan
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.

1): https://content-na1.emarketer.com/mobile-trends-2019

Forward-looking statements

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. "Forward-looking information" in this news release includes information about the proposed amendments to the Acquisition, the proposed amendments to the Offering, the anticipated closing date of the Offering, the Company's plan to use additional resources to support the planned expansion of mPlore to achieve its financial objectives, the Company's use of proceeds of the Offering and other forward-looking information.

By their nature, forward-looking information involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, but are not limited to, risks related to: (a) the failure of the Company to obtain TSXV approval of the Offering or the proposed amendment of the Offering terms; (b) the Offering failing to close on the terms and at the anticipated time, or at all; (c) the failure of the parties to finalize and execute a definitive agreement representing the amendment to the Acquisition; (d) the Company's ability to complete the Acquisition (e) the Company's ability to effectively expand and operate mPlore; and (f) general economic and industry risks.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made a number of assumptions, including but not limited to: (a) the Company will be able to successfully close the Offering; (b) the Company will obtain the requisite TSXV approval for the Offering on the amended terms; (c) the Company and mPlore will successfully executed an amended agreement amending the terms of the Acquisition; (d) the Company will be able to successfully expand and operate mPlore; and (e) that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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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