SoftLab9 Software Solutions Inc. Enters LOI with GEMX Exchange Limited

Vancouver, British Columbia.--(Newsfile Corp. - December 3, 2019) - SoftLab9 Software Solutions Inc. (CNSX: SOFT) (FSE: APO2) ("SOFT or the "Company"), is pleased to announce that it has entered into a letter of intent dated November 18th, 2019 (the "LOI") with GEMX Exchange Limited ("GEMX") related to the proposed acquisition of GEMX's business by SofLab9. GEMX is a British Columbia based mining and marketing company engaged in the mining of Gemstones and Fossils in Alberta, for production, cutting and resale of gemstones, jewelry and finished gemstone bearing fossils. The terms of the LOI provide for SOFT to acquire a 100% interest in GEMX's mineral claims and variety of gemstone and fossil inventory at various stages of production, and to absorb GEMX's development program and key personnel into its operations. The proposed terms require SOFT to raise between a minimum $1,000,000 and up to maximum of $3,000,000 prior to the closing, and issue to GEMX up to 22,955,655 SOFT common shares at the closing at a deemed price of $0.40 per share for a total acquisition value of $9,142,262.00. An NI 43-101 report conducted on one of the three mineral claims that are a part of the acquisition will be updated as part of the closing conditions.

The proposed non-binding arms length transaction remains subject to, among other things, SOFT and GEMX entering into a formal agreement, completion of satisfactory due diligence, and receipt of all requisite regulatory and other approvals including a change of business. There can be no assurance that the acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in documents provided by SOFT which are to be prepared in connection with the acquisition, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon.

Financial information on GEMX will be provided in a subsequent News Release and upon further due diligence taking place.

This transaction will represent a Fundamental Change under CSE Policies and will be subject to shareholder approval.

Upon raising the required funding and prior to closing the transaction, SOFT may loan GEMX certain monies to allow them to carry on regular business. The Loan will be given as per CSE Policies and Regulations and will be secured with a GSA (General Securities Agreement) against the assets of GEMX.

About GEMX EXCHANGE LIMITED:

GEMX is a global vertically integrated mine to market gemstone and jewelry producer that will control each stage of its production including excavation, processing, jewelry manufacturing and global sales. The company is proud of its environmental stewardship and responsible mining plan. In addition, it will set the standard in customer service while providing exquisite fine jewelry and extremely rare, natural decor pieces to customers around the world. GEMX produces top quality and one of a kind designer jewelry and is continuously expanding its product offering of precious and semi-precious gemstones and jewelry.

GEMX assets consist of certain mineral claims in the ancient Bears Paw Sea formation located near Lethbridge, Alberta, a large variety of Gems Stones at various stages of production and completion, several "Ammonite" Fossils bearing Ammolite gems layer and a number of finished jewelry pieces of Ammolite wrapped in gold and diamonds. Further information on GEMX can be found at www.gem-x.ca

About SoftLab9 Software Solutions Inc.:

SoftLab9 Software Solutions Inc. is an incubator specializing in developing, launching, acquiring and vertically integrating companies. They foster a portfolio of assets internally while providing engineering, capital, executive management and Silicon Valley introductions. SOFT brings together innovative ideas based on solid foundations and experienced teams to build leading mobile companies with incredible user experiences.

For further information please contact:

Rahim Mohamed
Chief Executive Officer
Phone: (403) 605-9429

Forward-looking Information

This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable securities law, including without limitation, statements that address the Consolidation. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs and the ability to achieve goals. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. In particular, there is no guarantee that the Consolidation will be completed. Accordingly, actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include continued availability of capital and financing and general economic, market or business conditions, failure to obtain regulatory approvals, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

The Canadian Securities Exchange has not reviewed, nor approved the contents of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/50284

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