NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO and VANCOUVER, B.C., April 04, 2019 (GLOBE NEWSWIRE) -- WOW! Unlimited Media Inc. (“WOW!” or the “Corporation”) (TSX-V: WOW / OTCQX: WOWMF), is pleased to announce that it has completed its previously announced non-brokered private placement offering (the “Offering”) of an aggregate of 1,838,737 common voting shares and variable voting shares (collectively, the “Shares”) at a price of $1.10 per Share for aggregate gross proceeds of approximately $2,022,610.
The Corporation intends to use the net proceeds of the Offering for capital expenditures as well as general administrative and working capital purposes.
The securities issued pursuant to the Offering are subject to a four month and a day hold period ending on August 3, 2019 pursuant to applicable Canadian securities laws.
Certain insiders of the Corporation (collectively, the “Related Parties”) have participated in the Offering for aggregate gross proceeds of approximately $842,711. The Offering therefore constitutes a "related-party transaction" to the extent of such Related Parties’ participation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation relied on exemptions from the formal valuation and minority security holder approval requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value of the Related Parties’ participation in the Offering does not exceed 25% of the market capitalization of the Corporation as determined in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the closing of the Offering (the “Closing”) as the details of the Offering and the participation therein by the Related Parties were not settled until shortly prior to the Closing, and the Corporation wished to close the Offering on an expedited basis for sound business reasons. No new insiders and no control persons were created in connection with the Offering.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and the rules and regulations thereunder, and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About WOW!
WOW! is creating a leading next generation kids and youth entertainment business by focusing on creating top end content, and by building and partnering with engaging platforms. The Corporation’s key assets include: Frederator Networks Inc., which includes the world's #1 digital animation network, Channel Frederator Network, Frederator Studios, an animation production company, as well as video-on-demand channels on digital platforms; and one of Canada's largest, multi-faceted animation production studios, Mainframe Studios, which produces animated television series and long-form animated features.
For further information visit:
Website: www.wowunlimited.co
Forward-Looking Information and Statements
This press release contains certain forward-looking information and statements (collectively referred to herein as “Forward-Looking Statements”) within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", “continue”, “estimate”, “may”, “will”, “project”, "should", "believe", "plans", “intends” and similar expressions are intended to identify Forward-Looking Statements. In particular, but without limiting the forgoing this press release contains Forward-Looking Statements pertaining to the intended use of the net proceeds of the Offering.
Forward-Looking Statements are based on a number of expectations or assumptions, which have been used to develop such information and statements but which may prove to be incorrect, including, but not limited to the fact that all required approvals will be received for the Offering. Although the Corporation believes the expectations and assumptions reflected in such Forward-Looking Statements are reasonable, undue reliance should not be placed on Forward-Looking Statements because the Corporation can give no assurance that such expectations and assumptions will prove to be correct. The Forward-Looking Statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors, which may cause actual results or events to differ materially from those anticipated in such Forward Looking Statements. These include, without limitation: (i) those risks and uncertainties included in the Corporation’s annual information form dated April 27, 2018, and the management’s discussion and analysis for the year ended December 31, 2017 and are available on SEDAR at www.sedar.com; and (ii) other risks, which are beyond the control of the Corporation. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the Forward-Looking Statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements contained in this press release.
The Forward-Looking Statements contained in this press release speak only as of the date of this press release, and the Corporation does not assume any obligation to publicly update or revise any of the included Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
Neither 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 release.
Investor Relations: Bill Mitoulas Tel: (416) 479-9547 Email:
