WOW Unlimited Media Inc. Closes Private Placement of Convertible Debentures

VANCOUVER, BC—(Marketwired – December 15, 2017) –

NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

WOW Unlimited Media Inc. (TSX VENTURE: WOW.A) (TSX VENTURE: WOW.B) (the “Company” or “WOW“) is pleased to announce that it has completed a non–brokered private placement offering (the “Offering“) of $4.3 million of 8% subordinated unsecured convertible debentures of WOW (the “Debentures“) for aggregate gross proceeds of approximately $4.3 million. The Debentures are convertible into common voting shares in the capital of the Company or variable voting shares in the capital of the Company, as applicable, at a conversion price of $2.00 per share, subject to adjustment. The gross proceeds of the Offering will be used for general working capital purposes.

In connection with the Offering, insiders of the Company acquired approximately $1.3 million of Debentures.

The Debentures were issued pursuant to the terms of a debenture indenture entered into between the WOW and Computershare Trust Company of Canada (the “Debenture Indenture“) and will mature on the date that is thirty–six months from the date of issuance and shall bear interest from the date of issue at the rate of 8% per annum, payable in arrears in equal quarterly payments on March 31, June 30, September 30 and December 31 in each year commencing December 31, 2017.

Pursuant to the terms of the Debenture Indenture, the Debentures will be convertible into shares of the Company at the option of the holder at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the maturity date; and (ii) the date fixed for redemption, at a conversion price of $2.00 per common share, subject to adjustment in certain events. The Debentures will be subordinated to the senior indebtedness of the Company; however, the Debentures will rank pari passu with each other series of debentures issued under the Debenture Indenture or under indentures supplemental to the Debenture Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Company other than senior indebtedness.

The Offering remains subject to the final approval of the TSX Venture Exchange and the securities issued pursuant to the Offering are subject to a four month hold period pursuant to applicable Canadian securities laws.

As a result of the completion of the Offering, the Company has determined not to proceed with its previously announced best efforts shelf prospectus offering of common shares for which a shelf prospectus supplement was filed on November 23, 2017. In connection with the election not to proceed with the prospectus offering, the Company and the syndicate of agents comprised of Cormark Securities Inc., Canaccord Genuity Corp. and Echelon Wealth Partners Inc. have terminated the agency agreement that was entered into in connection with the best efforts prospectus offering.

This press release does not constitute an offer of securities for sale in the United States or to “U.S. persons” (“U.S. persons“) as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“). The securities offered have not been registered under the U.S. Securities Act or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither 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.

About WOW Unlimited Media

WOW Unlimited Media Inc.'s creating a leading next–generation kids and youth animation business by focusing on digital platforms and content. The company's key assets include: the world's No. 1 digital animation network, Frederator Networks, which consists of an animation production company Frederator Studios, as well as VOD channels on digital platforms; the world's first Hispanic animation network, Atomo Network, a joint venture with Anima Estudios; and one of Canada's largest, multifaceted animation production studios, Rainmaker Entertainment, which consists of Mainframe Studios that produces CGI animated television series, and Rainmaker Studios that produces long–form animated features.

Forward–Looking Statements:

This release may contain forward–looking statements or forward–looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “potential” and similar expressions. Forward–looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward–looking statements in this release include but are not limited to statements relating to: the closing of the private placement of Debentures, the receipt of TSX Venture Exchange approval and the use of proceeds of the private placement offering. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by WOW, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward–looking statements. In making the forward–looking statements included in this release, the Company has made various material assumptions, including, but not limited to general business and economic conditions, the Company's ability to protect its intellectual property, the Company's ability to raise additional funding, existing governmental regulations and changes in, or the failure to comply with, governmental regulations and changes in business strategy or development plans. In evaluating forward–looking statements, current and prospective shareholders should specifically consider various factors set out under the heading “Risk Factors” in the Company's Annual Information Form dated September 26, 2017 and in the Company's base short form shelf prospectus dated October 5, 2017, copies of which are available on WOW's profile on the SEDAR website at www.sedar.com, and as otherwise disclosed from time to time on WOW's SEDAR profile. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward–looking statements prove incorrect, actual results may vary materially from those described herein. These forward–looking statements are made as of the date of this release and we do not intend, and do not assume any obligation, to update these forward–looking statements, except as required by applicable securities laws. Investors are cautioned that forward–looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward–looking statements.

Avaya Successfully Completes Financial Restructuring and Emerges from Chapter 11

SANTA CLARA, CA—(Marketwired – December 15, 2017) – Avaya Holdings Corp. (“Avaya” or the “Company”) announced that it has successfully completed its debt restructuring and emerged from chapter 11.

“This is the beginning of an important new chapter for Avaya,” said Jim Chirico, Avaya's president and CEO. “In less than a year since the commencement of our chapter 11 restructuring, Avaya has emerged as a publicly traded company with a significantly strengthened balance sheet. Overall, we reduced our prior debt load by approximately $3 billion, and we exit today with more than $300 million in cash on our balance sheet. The reduction of our debt and certain other long–term obligations will also improve annual cash flow by approximately $300 million compared to fiscal 2016.”

“We have the flexibility we need to invest in the large and growing contact center and unified communications markets as we complete our transformation to a software, services and cloud solutions provider,” Chirico added. “With a new Board and leadership team firmly in place, Avaya is now well–positioned to execute on its growth plan and deliver the returns and value expected by our stakeholders.”

Avaya is taking the steps necessary to list on the New York Stock Exchange. The company expects to have approximately 110 million shares outstanding upon emergence.

Centerview Partners LLC and Zolfo Cooper LLC are Avaya's financial and restructuring advisors and Kirkland & Ellis LLP is the company's restructuring counsel.

About Avaya

Avaya enables the mission critical, real–time communication applications of the world's most important operations. As a global leader in delivering superior communications experiences, Avaya provides the most complete portfolio of software and services for contact center and unified communications — offered on premises, in the cloud, or a hybrid. Today's digital world requires communications enablement, and no other company is better positioned to do this than Avaya. For more information, please visit www.avaya.com.

Cautionary Note Regarding Forward–Looking Statements

This document contains certain “forward–looking statements.” All statements other than statements of historical fact are “forward–looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology and include, but are not limited to, expected cash savings and statements about growth, exchange listing and improved operational metrics. The Company has based these forward–looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward–looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. The factors are discussed in the Company's Registration Statement on Form 10 filed with the Securities and Exchange Commission, may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward–looking statements. For a further list and description of such risks and uncertainties, please refer to the Company's filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company's SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward–looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward–looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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Source: Avaya Newsroom