Vancouver, British Columbia–(Newsfile Corp. – August 17, 2020) – Appreciated Media Holdings Inc. (TSXV: AMH) (OTCQB: AMEFF) (“Appreciated Media” or the “Corporation“) is pleased to announce the appointment of Greg Strom to the Corporation’s board of directors (the “Board“), subject to the approval of the TSX Venture Exchange (the “Exchange“), and that the Corporation has entered into certain debt settlement agreements and will be conducting a private placement of convertible debentures.
Appointment of Greg Strom to the Board
The Corporation is pleased to announce that Greg Strom has been appointed to the Board. Greg Strom currently serves as Vice-President, Head of Media of Polaris Global Marketing. Mr. Strom has produced and directed hundreds of television commercials, music videos and feature films over his three-decade career. His feature documentaries have won critical acclaim and international recognition, including being shortlisted for an Academy Award, Communicator and Telly Awards.
Mr. Strom’s editing skills have earned him Best Editor recognition from the San Antonio Film Festival. Mr. Strom’s commercials have been featured on Super Bowl broadcasts and other media platforms worldwide. He’s filmed in dozens of countries and has worked with celebrities like Michael Jackson, Martin Sheen, Dan Aykroyd, Ashton Kutcher, Jane Seymour and Kiefer Sutherland, among many others.
Mr. Strom is also known as an innovative creator, published screenwriter and author, including a best-selling children’s book, and has now chosen to join the Board of Appreciated Media with his two long-time associates and collaborators, Stephen Brown and Doug Magallon.
Shares for Debt
Further, the Corporation has entered into debt settlement agreements with two creditors of the Corporation to settle an aggregate of $122,377 in debt through the issuance of 1,311,341 common shares in the capital of the Corporation (the “Common Shares“).
Subject to the approval of the Exchange, the Corporation has entered into an agreement pursuant to which the Corporation will settle $10,345.49 of accrued and unpaid interest owing to a holder of unsecured 8% convertible debentures of the Corporation through the issuance of 103,455 Common Shares at a price of $0.10 per Common Share.
Further, subject to the approval of the Exchange, the Corporation has entered into agreements with certain arm’s length parties to convert an aggregate of US$84,552 ($112,031 based on the Bank of Canada exchange rate on Aug. 14, 2020) owed by the Corporation for past services in exchange for the issuance of 1,207,886 Common Shares at a price of US$0.07 ($0.09275 based on the Bank of Canada exchange rate on Aug. 14, 2020) per Common Share.
All Common Shares issued in connection with the debt settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
In connection with the debt settlement arrangement, the Corporation has entered into an amended and restated forbearance agreement with Amcomri GP BVI Limited. Pursuant to the forbearance agreement, Amcomri GP BVI Limited has extended the forbearance period for the repayment of amounts owing, until Sept. 7, 2020, in exchange for the payment of a fee.
The Corporation is pleased to announce that the Corporation will be conducting a private placement offering (the “Offering“) of up to $1,000,000 principal amount of 8% unsecured convertible debentures of the Corporation having a term of three (3) years (the “Convertible Debentures“).
The Convertible Debentures will mature on the date that is three (3) years from the date of issuance and bear interest at an annual rate of 8.00% per annum payable annually following the anniversary of the date of issuance. The principal amount of the Convertible Debentures is convertible at the option of the holders into Common Shares at a conversion price of $0.10 per Common Share.
To demonstrate continued support of the Corporation’s growth plans, certain directors and officers of the Corporation have committed to purchase approximately $900,000 principal amount of the Convertible Debentures for an aggregate purchase price of $900,000. The placement to those persons constitutes a “related party transaction” within the meaning of Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Corporation has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 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 transaction, insofar as it involved the related parties, exceeded 25% of the Corporation’s market capitalization (as determined under MI 61-101). Further details will be included in a material change report to be filed by the Corporation. The material change report will not be filed more than twenty-one (21) days prior to closing of the Offering due to the timing of the announcement of the Offering and closing occurring in less than twenty-one (21) days.
All securities issued pursuant to the Offering will be subject to a statutory hold period of four months plus one day from the date of issuance. The approval of the Offering is subject to satisfaction of customary conditions imposed by the Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Appreciated Media Holdings Inc.
Appreciated Media (TSXV: AMH) (OTCQB: AMEFF) is a multi-faceted entertainment company based in Vancouver. The Appreciated Media team is extremely well-versed in a variety of entertainment delivery platforms and is fast becoming a top-tier entertainment company.
Neither the TSX Venture Exchange Inc. (“Exchange”) nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) as such terms are defined by applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Forward-looking statements are subject to a number of known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond Appreciated Media’s control and Appreciated Media’s actual results could well differ materially from those stated or implied in forward-looking statements due to many various factors. Although Appreciated Media believes that the expectations reflected in the forward-looking statements are reasonable, Appreciated Media cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur. The timing of events and circumstances and actual results could differ materially from those projected in the forward-looking statements. Accordingly, one should not place undue reliance on forward-looking statements. All forward-looking statements contained in this press release are made as of todays date and Appreciated Media undertakes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further details, please see the Corporation’s documents filed under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
For inquiries, please contact:
Stephen Brown, Chief Executive Officer
Email: [email protected]
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