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.
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.