WOW Unlimited Media Inc. Announces Closing of First Tranche of Non-brokered Private Placement of Unsecured Convertible Debentures
VANCOUVER, British Columbia, Nov. 17, 2020 (GLOBE NEWSWIRE) — WOW Unlimited Media Inc. (“WOW!” or the “Company”) (TSXV: WOW; OTCQX: WOWMF) is pleased to announce that it has closed the first tranche (the “First Tranche Closing”) of its previously announced non-brokered private placement offering of unsecured subordinated convertible debentures (the “Debentures”) for gross proceeds of $2,639,000. WOW has also received irrevocable subscriptions for an additional $2,061,000, for a total offering size of $4,700,000 (the “Offering”), representing a $200,000 upsize due to increased demand since the Company’s first announcement of the Offering on October 28, 2020.
Pursuant to the First Tranche Closing, WOW! issued 2,639 Debentures at an issue price of $1,000 per $1,000 principal amount 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 36 months from the issuance date. Each Debenture bears interest at a rate of 9.5% per annum from the date of issue, payable in equal quarterly payments on March 31, June 30, September 30 and December 31 in each year commencing December 31, 2020.Pursuant to the terms of the Debenture Indenture, each Debenture is convertible, at the option of the holder, into common shares of the Company (“Shares”) 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 $0.55 per Share. 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 Debentures are redeemable at any time after 12 months from the date of issuance at a redemption price equal to the principal amount of the Debentures plus accrued and unpaid interest thereon.The Company has received irrevocable subscriptions for 2,061 Debentures to be issued pursuant to the second tranche of the Offering (the “Second Tranche”), the closing of which the Company anticipates to be completed immediately following the maturity of the Existing Debentures (as defined herein). The investors subscribing for Debentures in the Second Tranche are fully comprised of holders of the Company’s existing convertible debentures which mature on December 14, 2020 (the “Existing Debentures”). Holders of Existing Debentures who participate in the Second Tranche may set-off any amounts to which they are entitled on the maturity date of the Existing Debentures against amounts otherwise payable in connection with their subscription for Debentures under the Offering.The net proceeds from both the First Tranche Closing and the Second Tranche will be used first, to pay down the Existing Debentures of $4,300,000; and secondly, for general working capital purposes.In connection with the First Tranche Closing, the Company will pay aggregate finders’ fees of $10,000.Related Party TransactionsThe Offering constitutes a “related party transaction” within the meaning of TSX Venture Exchange (the “TSXV”) Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as certain insiders of the Company subscribed for an aggregate of $446,000 principal amount of Debentures under the First Tranche Closing and have agreed to subscribe for an aggregate $1,161,000 principal amount of Debentures under the Second Tranche. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves related parties, is more than 25% of the Company’s market capitalization (as determined under MI 61-101). The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the First Tranche Closing as participation of the insiders had not been confirmed at that time. Directors of the Company who participated in the Offering, were required to disclose their interest in the Offering and abstain from voting on the approval of the Offering.The Offering remains subject to customary conditions, including but not limited to the final approval of the TSX Venture Exchange (“TSXV”), and the securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day from the First Tranche Closing and Second Tranche closing, as applicable, pursuant to applicable Canadian securities laws.This press release does not constitute an offer of securities for sale in the United States or to “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 Company does not intend to register the securities being offered under the U.S. Securities Act or applicable state securities laws, and securities may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the Company and management, as well as financial statements. 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.About WOW!WOW! is creating a leading animation-focused entertainment company by producing top-end content and building brands and audiences on engaging media platforms. The Company produces animation in its two established studios: Mainframe Studios in Vancouver and Frederator Studios in Los Angeles. The Company’s media offerings include Channel Frederator Network on YouTube, as well as WOW! branded programming on Crave, Canada’s premier streaming entertainment platform, owned by Bell Media. The common voting shares of the Company and variable voting shares of the Company are listed on the TSXV (TSXV: WOW) and the OTCQX Best Market (OTCQX: WOWMF).Forward-Looking Statements:This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “may”, “will”, “project”, “should” or similar words, including negatives thereof, suggesting future outcomes.In particular, this press release contains forward-looking statements relating to, among other things: the size of the Offering, the anticipated Second Tranche closing date and the intended use of the net proceeds of the Offering. Such statements reflect management’s 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 press release, the Company has made various material assumptions, including, but not limited to general business and economic conditions; the Company’s ability to raise additional funding; capital expenditure programs and other expenditures by the Company and its customers; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; and changes in business strategy or development plans.Forward-looking statements are not a guarantee of future performance and are subject to and involve a number of known and unknown risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified in the Company’s Management’s Discussion and Analysis for its year ended December 31, 2019, which has been filed with the Canadian Securities Administrators and is available on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Any forward-looking statements are made as of the date hereof and, except as required by law, the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.Further information available at: Website: www.wowunlimited.co
Contact: Bill Mitoulas, Investor Relations
Tel: (416) 479-9547