Vancouver, British Columbia–(Newsfile Corp. – August 30, 2024) – Amcomri Entertainment Inc. (Cboe CA: AMEN) (FSE: 25Y0) (OTC Pink: AMNNF) (“Amcomri” or the “Company“) is pleased to announce today that: (a) further to the Company’s news release of June 26, 2024, the Company, together with Trinity Pictures Distribution Limited (“Trinity“), its wholly-owned direct subsidiary, and Amcomri Productions Limited (“APL“, together with the Company and Trinity, the “Vendors“), its wholly-owned direct subsidiary, has completed the previously announced sale of certain of the Company’s assets utilized for the sale and distribution of television productions through television, streaming and other platforms (the “Television Sale Transaction“); and (b) further to the Company’s news release of July 29, 2024, Trinity has completed the sale of the Company’s film production and distribution business (the “Film Sale Transaction“, and together with the Television Sale Transaction, the “Sale Transactions“). The Sale Transactions were approved by shareholders of the Company (“Shareholders“) at an annual general and special meeting held on August 28, 2024.
In connection with the completion of the Television Sale Transaction, the aggregate consideration paid was C$18.3 in cash, plus the assumption of certain production loans of Abacus and APL in the amount of approximately £1.67 million and US$3.21 million. Portions of the cash consideration were used for (i) the repayment in full of certain long-term debt of Abacus and APL in the Canadian dollar equivalent amount of approximately C$4.26 million (based on a British pound sterling to Canadian dollar exchange rate of 1.7773), (ii) the repayment in full of a film loan in the Canadian equivalent amount of approximately C$2.09 million (based on a United States dollar to Canadian dollar exchange rate of 1.3471), and (iii) payment of the Vendors’ portion of the cost of certain representation and warranty insurance obtained by the Purchaser in connection with the Television Sale Transaction in the amount of approximately C$0.124, resulting in net cash proceeds to the Company of approximately C$11.83 million.
In connection with the completion of the Film Sale Transaction, the aggregate consideration paid was US$900,000 in cash, plus the assumption of certain obligations and liabilities of 101 Films International Limited, APL and Positivor Limited in the amount of approximately C$4.03 million (based on a United States dollar to Canadian dollar exchange rate of 1.3471).
In connection with completion of the Sale Transactions, each of Paul McGowan, Robert Price, Michael Walker, Martin Andy Lyon and Janet Grove has resigned from the board of directors of the Company, which now consists of Michèle Maheux, Alexander Stojanovic and Laurence Howard.
As a result of the completion of the Sale Transactions, the Company has ceased to carry on an active business and is unlikely to have any realistic prospects of generating further financial returns beyond distributing the proceeds of the Sale Transactions as a return of capital to Shareholders following the payment of associated transaction and winding up expenses. There are many unknown variables that cannot be accurately predicted at this time, along with known items that are difficult to quantify, all of which will impact the ultimate amount, and the anticipated timing, of any distribution(s) payable to Shareholders. While the ultimate amount and timing of distributions to be made to Shareholders remains uncertain as of this date, the Company intends on updating Shareholders based on the best information available to management at the relevant time. The ultimate distribution(s) may be materially lower in the event that any significant liabilities or costs arise during the windup and dissolution process which are not currently foreseen by the Company or its advisors.
The Company also continues to assess the delisting of the common shares in the capital of the Company (“Common Shares“) from Cboe Canada Inc. (“Cboe Canada“), either by Cboe Canada or by the Corporation voluntarily.
Further details of the Company’s expectations with respect to the timing and amount of any distribution(s) to Shareholders, as well as considerations relating to the potential delisting of the Common Shares, can be found in the Company’s management information circular dated July 28, 2024, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.com.
About Amcomri Entertainment Inc.
Amcomri Entertainment Inc. (Cboe CA: AMEN) (FSE: 25Y0) provides global distribution capabilities for independent movie, documentary and TV series producers as well as for its own in-house productions. With decades of experience across all key media platforms, Amcomri is rapidly becoming the go-to team for independent producers seeking the broadest possible audience for their productions. The Amcomri Entertainment Inc. group of companies includes 101 Films, 101 Films International, Hollywood Classics International, Amcomri Productions, Appreciated Media Global, Amcomri Productions and Abacus Media Rights.
For further information about Amcomri, see its disclosure documents on SEDAR+ at www.sedarplus.com or visit the company’s website at https://amcomrientertainmentinc.com/.
For more information please contact:
Larry Howard
Amcomri, Chief Financial Officer
Email: larry.howard@amcomri.com
Phone: +353-87-686-8255
Forward Looking Statements
This news release includes “forward-looking information” and “forward-looking statements” as such terms are defined under applicable Canadian securities legislation. Forward‐looking information and statements include disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action, and, in certain cases, can be identified by the use of words such as “potential”, “propose”, “aim”, “depend”, “seeks”, “plans”, “expects”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “can”, “could”, “should”, “shall”, “would”, “might” or “will”, or the negative forms of any of these words and other similar expressions. Forward-looking statements in this news release include statements related to: the consummation, and anticipated benefits to Shareholders and other stakeholders of the Company, of the return of capital, the planned windup and dissolution of the Company and, if applicable, the delisting of the Common Shares from Cboe Canada; the timing of the return of capital, the planned windup and dissolution of the Company and, if applicable, the Company’s delisting from Cboe Canada; and the amount of any return or capital or other distribution(s) to Shareholders. There can be no assurance that the proposed return of capital, windup and dissolution of the Company and, if applicable, the Company’s delisting from Cboe Canada will be completed at all or on the terms and conditions contemplated therein and in this news release. Forward‐looking information and statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking information and statements. Such factors include, but are not limited to, risks relating to the expenses incurred to complete the return of capital, the planned windup and dissolution of the Company and, if applicable, the Company’s delisting from Cboe Canada, the ability of the Company to pay all liabilities and obligations of the Company, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets. Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward‐looking information. All forward-looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at www.sedarplus.com. The Company disclaims any intention or obligation to update or revise such forward‐looking information, whether as a result of new information, future events or otherwise, except as required by law.
Investors are cautioned that, trading in the securities of the Company should be considered highly speculative. For a more detailed discussion of such risks and uncertainties, please see the section entitled “Risk Factors” in the Company’s annual information form dated June 2, 2024, and available under the Company’s profile on SEDAR+ at http://www.sedarplus.com.
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