Vancouver, British Columbia--(Newsfile Corp. - June 2, 2020) - Appreciated Media Holdings Inc. (TSXV: AMH) (OTCQB: WDRFF) (formerly, The Wonderfilm Media Corporation) ("Appreciated Media" or the "Company") is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") with Douglas Magallon (the "Seller") pursuant to which it will acquire the Worldwide Rights and Ownership for the pilot, concept, plots, themes, formats, characters, title and other elements and aspects for a television show entitled "Celebrity Face Off" (the "Show") for an aggregate purchase price of $225,000 (the "Purchase Price").
Pursuant to the terms of the Letter of Intent, the Purchase Price for the acquisition of the Show (the "Transaction") will be satisfied through the issuance of 1,500,000 common shares in the capital of Appreciated Media (the "Common Shares"), which Common Shares are to be issued at closing at a deemed price per Common Share. All Common Shares proposed to be issued pursuant to the Transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation and will be subject to a four-month hold period, in accordance with such applicable securities legislation and policies of the TSX Venture Exchange (the "Exchange"). No finder's fees are payable as a result of the Transaction.
The parties currently intend to negotiate and enter into a definitive agreement for the Transaction, which will include customary terms and conditions for transactions of this nature, including the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction. The Transaction is expected to close on or about June 19, 2020. There can be no assurance that a definitive agreement will be negotiated or that the Transaction will be completed as proposed, if at all.
Douglas Magallon is a director of the Company and as such is a non-arm's length party to the Company. As a result, the proposed Transaction will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 as a result of the securities of the Company being listed on the Exchange and a determination that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the proposed Transaction exceeds 25% of the market capitalization of the Company.
About Appreciated Media Holdings Inc.
Appreciated Media (TSXV: AMH) (OTCQB: WDRFF) is a multi-faceted entertainment company based in Vancouver. The Company has a new CEO at the helm and has divisions in the film, music and television industries. The Appreciated Media team is well-versed in a variety of entertainment delivery platforms and plans to become a top-tier entertainment company rising to the level of success achieved by other companies originally formed in Vancouver.
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 today's 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 Company's documents filed under the Company's profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.