SOURCE: Network Life Sciences Inc.

Network Life Sciences Inc.

August 05, 2016 14:14 ET

Network Life Sciences Announces Proposed Acquisition of Interactive Media Company and Live Broadcast Channel

VANCOUVER, BC--(Marketwired - August 05, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Network Life Sciences Inc. ("Network" or the "Company") (CSE: NOI) (CNSX: NOI) (FRANKFURT: 2NY1) is pleased to announce that it has entered into a letter of intent to acquire two private companies (the "Acquisitions") that will see the business of the Company change to developing interactive broadcast and live video platforms with a goal of building next generation video and TV networks for sports and eSports. Next generation video and TV networks provide users with broadcast TV, live streaming, augmented reality, fantasy sports, and highly interactive social media for mobile engaged viewers.

The first proposed acquisition is of Mobovivo Inc., a Calgary based company in the multimedia software space. This company has been in business for 8 years. Mobovivo is an award-winning software company that offers a white label interactive video and content marketing platform to engage audiences. Mobovivo's innovative solutions integrate TV, VOD, sports, content marketing, interactivity, and social media to create powerful multi-platform destinations and campaigns for brands. Mobovivo technology solutions engage audiences in seven languages and in 18 countries. Customers and target audiences include: the Academy Awards, FIFA World Cup, AXS TV, NFL, NBA, AXN, Time Warner Cable, Los Angeles Lakers, Sportsnet, Fiat, Ford, Samsung, Grolsch, Sony Pictures, The Hollywood Reporter, CPAC, Alliance Films, Globo TV, ESPN, and Intel.

The second proposed acquisition is PokerVision Media Inc., a Calgary based media, events and sports entertainment company focused on building a global multi-platform broadcasting network, the PokerVision Network, to deliver content to consumers via new digital media as well as traditional television and other broadcast platforms. Hosting world renowned and branded events on a global basis, PokerVision will lead the paradigm shift in media engagement by producing interactive video with engaged viewership, creating new revenue streams and driving high traffic through a range of consumer platforms.

Subject to shareholder approval and target company board approval, the Company plans to issue a total of 20,000,000 common shares and 30,000,000 performance warrants to the shareholders of the two target companies.

Vesting Terms of Performance Warrants

Upon receiving a valuation report by a mutually agreeable party which state that the total asset value for the Company is $100 Million or higher, the entire block of 30 million warrants would become free for execution; or

Upon the Company's cumulative and recurring digital, event and television subscription revenues exceeding $100,000 per month then 30% of the Performance Warrants are released;

Upon the Company's cumulative and recurring digital, event and television subscription revenues exceeding $200,000 per month then an additional 30% of the Performance Warrants are released;

The balance of the Performance Warrants would be released the recurring revenues exceed $300,000 per month; or

Upon a successful takeover of the Company, approved by the Board of Directors, all Performance Warrants are released.

In conjunction with the Acquisitions, the Company also intends to raise up to $2,000,000 in its previously announced non-brokered private placement (the "Private Placement") of up to ten (10) million units (the "Units") at a price of $0.20 per Unit. Each Unit will consist of one common share of the Company and one transferable common share purchase warrant (each a "Warrant"). Each Warrant shall be exercisable to acquire one additional common share for a period of twelve (12) months at an exercise price of $0.40, provided that if the closing price of the Company's shares on any stock exchange or quotation system on which the shares are then listed or quoted is equal to or greater than $0.60 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry of the warrants by giving notice to the holders of the warrants that the warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 10 business days from the date notice is given. Completion of the Transactions and the Private Placement are subject to final acceptance by the Exchange. The proceeds of the Private Placement will be used to further the Company's business plan, and for working capital.

Following completion of the Transaction and subject to Exchange approval, Network intends to change its name and carry on business as "ePlay Digital Inc."

Trading Halt

Trading in the Network Shares has been halted and will remain halted pending the review of the Transaction by the Exchange. There can be no assurance that trading in the Network Shares will resume prior to the completion of the Transaction.

Significant Conditions to Completion of the Transaction

Completion of the Transaction is subject to a number of conditions, including but not limited to: (a) closing conditions customary to transactions of the nature of the Transaction, including applicable board and shareholder approvals; (b) approvals of all regulatory bodies having jurisdiction in connection with the Transaction; (c) Exchange regulatory approval; and (d) completion of the Private Placement. There can be no assurance that the Transaction will be completed as proposed or at all.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval, if applicable. The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Network should be considered highly speculative.

The CSE Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Further Information

Further details are available under the Company's profile on SEDAR at www.sedar.com, and the Company's profile on the CSE's website at www.cnsx.ca.

Canadian Securities Exchange (CSE): Symbol NOI

Deutsche Boerse Xetra - Frankfurt Stock Exchange: Symbol 2NY1; WKN#: A14VRA

This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the "1933 Act") as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Cautionary and Forward-Looking Statements

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the shareholder approval of the Transaction, completion of the Private Placement, the board and management of Network following the Transaction, the use of the net proceeds of the Private Placement, the listing of the Network Shares on the Exchange, as well as the Company's corporate strategy. The forward‐ looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company's ability to obtain the necessary approvals to close the proposed acquisitions and the concurrent Private Placement, the suitability of the key members of ongoing management and the board of directors, the commercial opportunities available to the Company and the ability of the Company to obtain sufficient funds to commercialize a product. Although management of the Company believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to identify and complete suitable acquisitions to further the Company's growth as well as risks associated with the Company's ability to obtain shareholder approval for the Transactions, the digital sports sectors in general such as operational risks in development, research and regulatory delays or changes in plans with respect to research projects or capital expenditures; the uncertainty of the market; the uncertainty of estimates and projections relating to costs and expenses; marketing and commercialization; loss of markets; competition; incorrect assessment of the value of any technologies acquired and failure to realize the anticipated benefits of such acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, and government regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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