Amcomri Entertainment Inc. (formerly, Appreciated Media Holdings Inc.) (the “Company” or “Amcomri”) is pleased to announce that it has completed the previously announced transaction whereby, among other things, the Company consolidated its common shares, changed its name to “Amcomri Entertainment Inc.” and the shareholders of Trinity Pictures Distribution Limited (“Trinity”) completed a reverse takeover of the Company (the “Transaction”). The Transaction was completed by way of a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to an arrangement agreement dated August 9, 2021 entered into among the Company, Trinity and the holders of the ordinary shares of Trinity (the “Arrangement Agreement”).
Pre-Transaction Shares for Debt Settlements
Prior to the completion of the Transaction, the Company settled an aggregate of $211,000 of indebtedness through the issuance of 1,820,000 common shares in the capital of the Company (each a “Common Share”) at a price of $0.05 per share and 923,077 units of the Company (each, a “Unit”) at a deemed price of $0.13 per Unit. Each Unit was comprised of one Common Share and one common share purchase warrant (a “Warrant”) entitling the holder thereof to acquire one additional Common Share at an exercise price of $0.25 per share for a period of one year from the date of issuance. All Common Shares and Warrants issued in connection with the debt settlements 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 closing of the Transaction, the Company changed its name to “Amcomri Entertainment Inc.” (the “Name Change”) and consolidated all of its outstanding Common Shares on the basis of one (1) post-consolidation common share (a “Resulting Issuer Share”) for each twenty-five (25) pre-consolidation Common Shares (the “Share Consolidation”). Following the Name Change and Share Consolidation, the Company acquired all of the issued and outstanding ordinary shares in the capital of Trinity (the “Trinity Shares”) in exchange for 66,666,667 Resulting Issuer Shares issued at a price of $0.75 per share.
In addition, pursuant to a loan exchange agreement dated August 9, 2021 (the “Loan Exchange Agreement”) entered into between the Company and Oranmore Limited (“Oranmore”), Oranmore exchanged $1,486,034 of debt for 1,981,379 Resulting Issuer Shares at a deemed price of $0.75 per share.
Further, Oranmore has provided a credit facility of up to $1,000,000 to the Company for working capital purposes (the “Facility”). Amounts drawn under the Facility will be unsecured and will bear interest at a rate of eight percent (8%) per annum. The Loan Exchange Agreement is posted and is available under the Company’s profile on SEDAR at www.sedar.com.
The Transaction was effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) following the receipt of a final order of the British Columbia Supreme Court on January 4, 2022 pursuant to the Arrangement Agreement. The Arrangement Agreement is posted and is available under the Company’s profile on SEDAR at www.sedar.com.
Full details of the Transaction and certain other matters are set out in the information circular of the Company dated November 18, 2021 (the “Information Circular”). A copy of the Information Circular can be found under the Company’s SEDAR profile on SEDAR at www.sedar.com.
Share Consolidation and Name Change
The new CUSIP number for the Resulting Issuer Shares is 02341J102 and the new ISIN is CA02341J1021. A letter of transmittal will be sent by mail to registered shareholders of the Company. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates evidencing pre-Share Consolidation Common Shares for new share certificates or a new Direct Registration System advice (a “DRS”) representing the number of Resulting Issuer Shares to which they are entitled. No action is required by non-registered shareholders (shareholders who hold their shares through an intermediary) to effect the Share Consolidation and Name Change.
No fractional Resulting Issuer Shares will be issued upon the Share Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Resulting Issuer Share in connection with the Share Consolidation, the number of Resulting Issuer Shares to be received by such shareholder will be rounded down to the next whole number if that fractional Resulting Issuer Share is less than one half (1/2) of a Resulting Issuer Share, and will be rounded up to the next whole number of Resulting Issuer Shares if that fractional Resulting Issuer Share is equal to or greater than one half (1/2) of a Resulting Issuer Share.
Listing on the NEO Exchange Inc.
In connection with the closing of the Transaction, the Company has fulfilled the conditions to the listing of the Resulting Issuer Shares on the NEO Exchange Inc. (“NEO”) under the symbol “AMEN”. It is anticipated that the Resulting Issuer Shares will commence trading on the NEO at the opening of the markets on January 13, 2022. In connection with the application to list the Resulting Issuer Shares, the Company’s Common Shares were voluntarily delisted from the TSX Venture Exchange on January 4, 2022.
In accordance with the policies of the NEO, securities of the Company that are held by Principals (as such term is defined in National Policy 46-201 – Escrow For Initial Public Offerings) of the Company have been deposited into escrow under the terms of a Form 46-201 – Escrow Agreement (the “Escrow Agreement”). The following table sets out details of those securities of the Company that have been placed in escrow and are being held pursuant to the terms of the Escrow Agreement:
|Name and Municipality of Residence of Security Holder||Designation of Class||After giving effect to the Transaction and the Loan Exchange Agreement|
|Number of Resulting Issuer Share to be held in Escrow||Percentage of Class|
|Martin Andrew (Andy) Lyon||Common||6,624,356||9.20%|
|Wigan, United Kingdom|
Upon completion of the Transaction, 25% of the foregoing securities were released from escrow and an additional 25% thereof will be released on each of the 6, 12, 18-month anniversaries of the initial release.
The following table sets out the capitalization of the Company after giving effect to the Transaction. This table should be read in conjunction with the pro forma financial statements that are included in Information Circular.
|Designation of Security||Amount Authorised||Amount Outstanding After Giving effect to the Transaction and the Share Consolidation|
|Resulting Issuer Shares||Unlimited||72,326,425|
|Stock Options||10% of the Common Shares||Nil|
|Share Issuance Obligations||N/A||1,024,000|
|Indebtedness for Borrowed Money||N/A||$500,000|
Note: (1) Number are subject to variation due to rounding.
Early Warning Disclosure as a result of Completion of the Transaction
Pursuant to the Transaction, Paul McGowan, a director of the Company, acquired control and direction over an additional 30,533,419 Resulting Issuer Shares, through the issuance of such shares to Amcomri Media Group Limited, a company incorporated in the United Kingdom and controlled by Mr. McGowan (“Amcomri Media“), in exchange for Trinity Shares held by Amcomri Media having a deemed value of $22,900,064.25. Prior to the closing of the Transaction, Amcomri Media already held Common Shares that were consolidated into 308,629 Resulting Issuer Shares in connection with the Transaction. Amcomri GP BVI Limited, a company incorporated in the British Virgin Islands and controlled by Mr. McGowan (“Amcomri GP”), also held Common Shares that were consolidated into 48,008 Resulting Issuer Shares. In addition, pursuant to the Loan Exchange Agreement, an additional 1,981,379 Resulting Issuer Shares were issued to Oranmore, a company incorporated in the United Kingdom and controlled by Mr. McGowan upon the conversion of $1,486,034.25 of indebtedness.
Pursuant to the policies of the NEO, 30,890,056 of the Resulting Issuer Shares over which Mr. McGowan had control or direction were placed in escrow subject to the Escrow Agreement and 7,722,514 of such Resulting Issuer Shares were released from escrow upon the closing of the Transaction. Of these shares, 3,999,999 Resulting Issuer Shares were registered in the names of third parties concurrently with their issuance and release from escrow and are not controlled directly or indirectly by Mr. McGowan.
Prior to the completion of the Transaction and the issuance of Resulting Issuer Shares pursuant to the Loan Exchange Agreement, Mr. McGowan had control and direction over an aggregate of 8,915,929 Common Shares (9.99%) of the Company’s predecessor which were consolidated into an aggregate of 356,637 Resulting Issuer Shares. Following the completion of the Transaction, the issuance of Resulting Issuer Shares pursuant to the Loan Exchange Agreement and the aforementioned transfers, Mr. McGowan directly and indirectly through Amcomri Media, Amcomri GP and Oranmore, exercises control or direction over 28,871,436 Resulting Issuer Shares (39.91%). Mr. McGowan currently does not have any plans to acquire or dispose of additional securities of the Company. However, Mr. McGowan may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.
In addition, pursuant to the Transaction, Larry Howard, an individual resident in Ireland and the Company’s Chief Financial Officer, also acquired an additional 9,394,898 Resulting Issuer Shares all of which were issued in exchange for the Trinity Shares held by Mr. Howard prior to completion of the Transaction having a deemed value of $7,046,173.50. Prior to the closing of the Transaction, Mr. Howard held 4,908,557 Common Shares (5.5%) of the Company’s predecessor that were consolidated into 196,342 Resulting Issuer Shares. Following completion of the Transaction, Mr. Howard exercises control or direction over 9,591,240 (13.08%) of the Resulting Issuer Shares. Pursuant to the policies of the NEO, 9,591,240 Resulting Issuer Shares held by Mr. Howard were placed in escrow subject to the Escrow Agreement and 2,397,810 of such Resulting Issuer Shares were released from escrow upon the closing of the Transaction. Mr. Howard currently does not have any plans to acquire or dispose of additional securities of the Company. However, Mr. Howard may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.
The foregoing disclosure regarding is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will be filed on the Company’s profile on SEDAR at www.sedar.com and may also be obtained by contacting the Company’s Chief Financial Officer, Larry Howard at email@example.com or +353 87-686-8255.
For additional information concerning the Transaction and the foregoing matters in connection therewith, please refer to the Company’s press releases dated August 9, 2021, November 24, 2021 and December 17, 2021 and the Information Circular, all of which are available under the Company’s SEDAR profile at www.sedar.com.
About Amcomri Entertainment Inc.
Amcomri is a worldwide film and television media company whose core business is the production and distribution of movie and documentary content for its own account and as a distributor or agent for other producers. Amcomri is based in London, United Kingdom and Toronto, Ontario. For further information regarding Amcomri, please see Amcomri’s website at https://amcomrientertainmentinc.com/ and the Company’s SEDAR profile at www.sedar.com.
For more information, please contact:
Larry Howard, Chief Financial Officer
Cautionary Note Regarding Forward-Looking Information
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 the Company 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.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’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 the Company 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 Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: 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. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.
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 the Company 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. The Company does not intend, and do not assume any obligation, to update the forwardlooking statements except as otherwise required by applicable law.
Investors are cautioned that, except as disclosed in the Information Circular or filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.