Vancouver, British Columbia–(Newsfile Corp. – May 11, 2020) – Appreciated Media Holdings Inc. (TSXV: AMH) (OTC Pink: WDRFF) (formerly, “The Wonderfilm Media Corporation”) (“Appreciated Media” or the “Company“) is pleased to announce that the Company has closed its previously announced acquisition of the business and assets of Appreciated Music (“Appreciated Music“), a Vancouver-based independent record label.
Stephen Brown, Chief Executive Officer of Appreciated Media, stated, “I am thrilled to bring this lucrative opportunity into Appreciated Media. Since its inception, Appreciated Music has demonstrated the appeal of an independent entertainment label focused on supporting and developing talent. Appreciated Music’s offering will only be further enhanced by Appreciated Entertainment’s established film and television capabilities and the placement of our music catalog in films, trailers and soundtracks.”
APPRECIATED MUSIC
As previously reported in the Company’s press release dated April 13, 2020, Appreciated Music was founded in 2019 by Stephen Brown and Appreciated Entertainment Ltd. (“Appreciated Entertainment“) and is an independent record label with a catalog that includes Black Pontiac, a young Pop/Rock group currently on the New Music Top 100 Music Radio Charts at #2, Nick Beezy, a young Hip Hop/Rapper from Los Angeles currently on the New Music Top 100 New Music Charts at #36, and Christos, a Pop sensation that is expected to release his first single “Boomerang” to radio this June.
In addition, Appreciated Music holds the coveted 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.
Since the announcement of the acquisition of Appreciated Music, Appreciated Music has secured the rights to the band “FINAL STATE” for their new album along with two future options. Final State is well known in Quebec with their prior singles all topping the Quebec radio charts. With their strong musical hooks and great live performances they are now ready, with the help of Appreciated Music, to take on the international markets beginning with the USA.
In addition, the Company would like to announce that it has just launched the new website www.appreciatedmedia.com.
THE TRANSACTION
Pursuant to the definitive agreement dated May 8, 2020 (the “Agreement“), the Company acquired all of the business and assets of Appreciated Music (the “Transaction“) from Appreciated Entertainment for an aggregate purchase price of $750,000 (the “Purchase Price“).
The Purchase Price is payable through the issuance of 7,500,000 common shares in the capital of Appreciated Media (the “Common Shares“) at a deemed price of $0.10 per Common Share. 4,250,000 Common Shares were issued to Appreciated Entertainment at closing and, subject to receipt of shareholder approval pursuant to the policies of the TSX Venture Exchange (the “Exchange“), an additional 3,250,000 Common Shares will be issued to Appreciated Entertainment upon receipt of such approval.
All Common Shares issued to Appreciated Entertainment will be issued pursuant to exemptions from the prospectus requirements of applicable securities laws and subject to a four-month statutory hold period. No finder’s fees are payable in connection with the Transaction.
As previously announced, the Transaction is not an “Arm’s Length Transaction” as such term is defined in Policy 1.1 – Interpretation of the Exchange and constituted a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) because Stephen Brown, the Chief Executive Officer and a director of the Company, is also the sole shareholder, director and officer of Appreciated Entertainment.
In respect of the requirements of MI 61-101, the Company has relied on the exemptions from the formal valuation and minority approval required under MI 61-101. The Company relied on the exemptions set forth in Sections 5.5(a), 5.5(b) and 5.7(a) of MI 61-101, respectively, as no securities of the Company are listed on the specified markets outlined therein and neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, exceeds 25% of the market capitalization of the Company.
Although the Company was able to rely on exemptions under MI 61-101 in respect of minority shareholder approval and formal valuations, in accordance with the Exchange’s Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets, the Transaction constituted a “reviewable transaction,” and, as the aggregate number of Common Shares issuable to “Non-Arm’s Length” parties exceeds 10% of the number of Common Shares issued and outstanding immediately prior to the closing of the Transaction, shareholder approval may be required. As a result, 4,250,000 Common Shares were issued at closing of the Transaction and the remaining 3,250,000 Common Shares issuable under the Agreement are subject to the approval of a simple majority of the Company’s shareholders, excluding certain insiders. Pursuant to the Agreement, the Company has agreed to use reasonable commercial efforts to obtain shareholder approval and to issue the remaining Common Shares to Appreciated Entertainment immediately following receipt of such approval.
As the Agreement was finalized and entered into immediately prior to the closing of the Transaction, the Company was not in a position to file a material change report more than twenty one days in advance of the closing of the Transaction.
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.
Forward-Looking Statements
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 E: info@appreciatedmedia.com
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