Vancouver, British Columbia–(Newsfile Corp. – November 24, 2021) – Appreciated Media Holdings Inc. (TSXV: AMH) (OTCQB: AMEFF) (“Appreciated” or the “Corporation“) is pleased to announce:
the receipt of conditional approval for listing on the Neo Exchange Inc. (the “NEO Exchange“), a senior Canadian stock exchange based in Toronto;
the receipt of an interim order from the British Columbia Supreme Court with respect to the proposed plan of arrangement (the “Arrangement“) with Trinity Pictures Distribution Limited (“Trinity“); and
the mailing of the management information circular to shareholders of Appreciated in connection with the Corporation’s annual and special meeting of shareholders scheduled for December 17, 2021 (the “Meeting“).
Listing on NEO Exchange
In order to better reflect the size and prospects of the resulting issuer following the Arrangement (the “Resulting Issuer“), Appreciated applied to the NEO Exchange to list the Resulting Issuer’s common shares (the “Resulting Issuer Shares“) for trading upon closing of the Arrangement. The NEO Exchange has conditionally approved the Arrangement and listing of the Resulting Issuer Shares, subject to satisfaction of customary conditions.
Prior to Closing, Appreciated shall apply for the voluntary delisting of the common shares in the capital of Appreciated (the “Appreciated Shares“) on the TSX Venture Exchange (the “TSXV“). The voluntary delisting on the TSXV is subject to majority of the minority shareholder approval of the shareholders of Appreciated.
If the Arrangement closes, it is expected that the Appreciated Shares will be delisted from the TSXV immediately prior to closing and the Resulting Issuer shares will be listed and posted for trading on NEO under the symbol “AMEN”, to occur as soon as practicable following the closing of the Arrangement, which remains subject to shareholder approval.
Approval of Interim Order
The Corporation is also pleased to announce that it has obtained an interim order of the Supreme Court of British Columbia authorizing, among other things, the holding of the Meeting. At the Meeting, among other things, the shareholders of the Corporation will be asked to consider and vote on a special resolution approving a statutory plan of arrangement whereby, subject to the terms and conditions the Arrangement, Appreciated will acquire all of the ordinary shares in the capital of Trinity (the “Trinity Shares“) for aggregate consideration of $50,000,000 to be paid through the issuance of 66,666,667 post-consolidation Appreciated Shares issued at a deemed price per share of $0.75 on a post-consolidation basis.
Further to its press releases dated August 9, 2021 and October 26, 2021, respectively, the Corporation is continuing to proceed towards completion of the Arrangement pursuant to which, among other things, the shareholders of Trinity will complete a reverse takeover of Appreciated.
Subject to all necessary approvals, in connection with the Arrangement, Appreciated will change its name to “Amcomri Entertainment Inc.” (the “Name Change“) and the Appreciated Shares will be consolidated on the basis of one (1) post-consolidation share for every twenty-five (25) pre-consolidation Appreciated Shares (or such other consolidation ratio as the Corporation’s board of directors may determine reasonable in connection with the Resulting Issuer’s listing on Neo Exchange) (the “Consolidation“).
Following the closing of the Arrangement, including the Name Change and the Consolidation, holders of Appreciated Shares who hold uncertificated Appreciated Shares (that is shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by the Corporation’s transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts, or other nominees that hold in street name for their benefit. Such holders do not need to take any additional actions to exchange their pre-Consolidation Appreciated Shares for Resulting Issuer Shares. If you hold your Appreciated Shares with such brokerage firm, bank, trust or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.
Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the closing of the Arrangement and instructing them to surrender their share certificates representing pre-Consolidation Appreciated Shares for replacement certificates or a direct registration advice representing their Resulting Issuer Shares. Until surrendered for exchange, following the effective date of the Consolidation, each share certificate formerly representing pre-Consolidation Appreciated Shares will be deemed to represent the number of whole Resulting Issuer Shares to which the holder is entitled as a result of the Arrangement.
The Meeting will be held on December 17, 2021 at 10:00 a.m. at the offices of Norton Rose Fulbright Canada LLP, at 510 West Georgia Street, Suite 1800, Vancouver, BC, V6B 0M3. Meeting materials, including a notice of annual general and special meeting and information circular (the “Information Circular“), has been mailed to shareholders of record as of the close of business on November 15, 2021. The Meeting materials is also be available for review under the Corporations profile on SEDAR at www.sedar.com.
Due to restrictions relating to the global COVID-19 pandemic, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, Appreciated’s management strongly encourages Shareholders not to attend the Meeting but instead to vote on matters at the Meeting by proxy and to listen to the Meeting’s proceeding via teleconference call.
A Shareholder who does not attend the Meeting in person may listen to the Meeting through teleconference call, commencing at 10:00 a.m. (Vancouver time) on December 17, 2021; however, such shareholders will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. The toll-free dial-in number for participants is (877) 205-6682, conference ID: 5158476026. All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the Circular. There will be no voting via teleconference at the Meeting.
Assuming approval of the Arrangement at the Meeting, the Corporation will return to the Court on January 4, 2022 to seek a final order to implement the Arrangement.
Voting Support Agreements
Appreciated is also pleased to announce that as of the date hereof shareholders holding approximately 47.1% of the Appreciated Shares have entered into voting support agreements (the “Support Agreements“) with Trinity. Pursuant to the Support Agreements, these shareholders have agreed, among other things and subject to the terms contained therein, to vote all of their Appreciated Shares owned or controlled by such shareholders in favour of the Arrangement, as well as any matter necessary for its consummation and against any action or agreement which may impede it.
THE CORPORATION’S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ARRANGEMENT AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SPECIAL RESOLUTION APPROVING THE ARRANGEMENT, AS WELL AS ALL OTHER RESOLUTIONS TO BE APPROVED AT THE MEETING.
Completion of the Arrangement remains subject to customary closing conditions, including stock exchange, shareholder, court, and regulatory approval. Assuming that the conditions to closing are satisfied or waived, including that the final order is obtained, the Corporation expects to implement the Arrangement and commence trading of the NEO Exchange in January 2022.
Trading in the Appreciated Shares is presently suspended. It is currently anticipated that trading in the Appreciated Shares will remain suspended and will not resume until the Arrangement is completed.
Completion of the Arrangement is subject to a number of conditions, including but not limited to, exchange acceptance and disinterested shareholder approval. The Arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.
It is anticipated that further information with respect to the Arrangement will be announced by the Corporation as it becomes available. Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Appreciated should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this news release.
Neither the TSXV nor its Regulatory Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information regarding Appreciated, Trinity, the Resulting Issuer or the Transaction, please refer to the Circular that will be made available under Appreciated’s SEDAR profile on SEDAR at www.sedar.com.For more information, please contact:
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements“), including statements regarding the plans, intentions, beliefs and current expectations of Appreciated with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) expectations regarding the Arrangement, including the Name Change and Consolidation; (b) expectations with respect to the results of the Meeting; (c) the final approval of the British Columbia Supreme Court; (d) whether the Arrangement will be consummated including whether the conditions to the consummation of the Arrangement will be satisfied; (e) the timing for completing the Transaction and the listing of the Resulting Issuer Shares on the NEO Exchange, if at all, and the conditions to such transaction; and (f) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Appreciated management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Appreciated believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Arrangement; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Arrangement. These forward-looking statements may be affected by risks and uncertainties in the business of Appreciated and general market conditions, including COVID-19 and those other risks and uncertainties which are included in the Circular.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Appreciated has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Appreciated does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105081
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