Vancouver, British Columbia--(Newsfile Corp. - April 13, 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 non-binding letter of intent (the "Letter of Intent") with Appreciated Entertainment Ltd. ("Appreciated Entertainment") pursuant to which it will acquire the business and assets of Appreciated Music ("Appreciated Music"), a Vancouver based record label owned and operated by Appreciated Entertainment for an aggregate purchase price of $750,000 (the "Purchase Price").
Founded in 2019 by Stephen Brown and Appreciated Entertainment, Appreciated Music is an independent record label with a catalog that includes Black Pontiac, a young Pop/Rock group currently on the New Music Top 100 Charts at #16; Nick Beezy, a young Hip Hop/Rapper from Los Angeles currently on the New Music Top 100 Charts at #37; and Christos, a Pop sensation that is expected to release his first single "Boomerang" to radio this May.
In addition, Appreciated Music holds the rights to re-record 14 hit songs from the Superstar group "The Bee Gees" as a Country music tribute using many recognized Country Superstars. Recording is expected to begin in summer 2020.
Stephen Brown, the Chief Executive Officer of Appreciated Media and the sole shareholder of Appreciated Entertainment, stated, "In furtherance of our strategy to develop a division in the music industry, the acquisition of Appreciated Music allows us to integrate an independent record label into our offering. We will focus on continuing to expand our talent roster and the placement of our music catalog in films, trailers and soundtracks. This transaction is integral to kick-starting the development and operation of our music division."
In an effort to evidence its support of Appreciated Media, Appreciated Entertainment has transferred all of Appreciated Entertainment's right, title and interest in the following completed scripts:
Pursuant to the terms of the Letter of Intent, the Purchase Price for the acquisition of Appreciated Music (the "Transaction") will be satisfied through the issuance of 7,500,000 common shares in the capital of Appreciated Media (the "Common Shares"), which Common Shares are to be issued at a deemed price per Common Share of $0.10 and, of which: (i) 4,250,000 Common Shares will be issued at the time of closing of the Transaction; and (ii) 3,250,000 Common Shares will be issued upon receipt of shareholder approval pursuant to the policies of the TSX Venture Exchange (the "Exchange"). 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 Exchange. No finder's fees are payable as a result of the proposed 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 (i) completion of due diligence by the Company; and (ii) the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the Exchange, any shareholder approvals or consents that may be required under the policies of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction. The proposed Transaction is expected to close on or about May 15, 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.
Appreciated Entertainment is wholly owned by Steven Brown, Chief Executive Officer of the Company, and 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, insofar as it involves interested parties, exceeds 25% of the market capitalization of the Company.
In addition to the foregoing: (i) as previously announced by the Company on March 24, 2020, the Company has issued an aggregate of 1,625,732 Common Shares in settlement of $211,345.22 of debt; and (ii) the Company has issued an additional 588,235 Common Shares upon the conversion of $100,000 of the Company's 8% unsecured convertible debentures. For further information regarding the shares for debt issuance and the convertible debentures, please see the Company's press releases dated March 24, 2020, and September 9, 2019, respectively, both of which are available under the Company's profile on SEDAR at www.sedar.com. All Common Shares issued pursuant to the shares for debt transaction have been 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.
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 extremely 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.
For investor inquiries, please contact:
Stephen Brown, Chief Executive Officer