/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./
CALGARY, June 2, 2017 /CNW/ – Exito Energy II Inc. (“Exito”) (TSX Venture: EXI.P) and Good Life Networks Inc. (“GLN”) announce that the Supreme Court of British Columbia has granted the final order approving the previously announced plan of arrangement intended to constitute Exito’s Qualifying Transaction (the “Proposed Transaction”), as such term is defined in the policies of the TSX Venture Exchange (the “TSX-V”).
Shareholders of Exito approved certain matters related to the Proposed Transaction at Exito’s annual general and special meeting held on May 26, 2017, including, amongst other things, the consolidation of the issued and outstanding common shares of Exito on a two for one basis and Exito’s continuation from the Province of Alberta to the Province of British Columbia immediately prior or concurrently to the closing of the Proposed Transaction. The Proposed Transaction was approved by GLN shareholders at its annual general and special meeting held on May 26, 2017.
Completion of the Proposed Transaction remains subject to a number of other conditions, including but not limited to, receipt of all required regulatory consents, including final TSX-V approval, 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”).
Additional information with respect to the Proposed Transaction and the Offering is set out in the joint supplement of Exito and GLN dated March 31, 2017 (the “Joint Supplement”) attached as Schedule E to the information circular of Exito dated March 31, 2017, as amended by the an addendum to the Joint Supplement dated May 11, 2017 (collectively, the “Meeting Materials”). The Meeting Materials are available under Exito’s profile on SEDAR at www.sedar.com.
It is expected that the Proposed Transaction will close in late June, 2017.
Cautionary Statement
Completion of the Proposed Transaction and the Offering are subject to a number of conditions, including but not limited to final TSX-V acceptance. There can be no assurance that the Proposed Transaction and the Offering will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Meeting Materials prepared 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 a capital pool company should be considered highly speculative.
This news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Other than as required by law, neither Exito nor GLN will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed by Exito from time to time with the Canadian securities regulatory authorities.
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.
SOURCE Exito Energy II Inc.
For further information: Brad Docherty, President, Chief Executive Officer and Director of Exito at (403) 472-5767 and Jesse Dylan, President, Chief Executive Officer and Director of GLN at (604) 341-8300.
