Vancouver, British Columbia--(Newsfile Corp. - August 9, 2021) - Appreciated Media Holdings Inc. (TSXV: AMH) (OTC: AMEFF) ("Appreciated" or the "Company") and Trinity Pictures Distribution Limited ("Trinity") are pleased to announce that they have entered into an arrangement agreement dated August 9, 2021 (the "Arrangement Agreement"), which outlines the terms and conditions pursuant to which Appreciated and Trinity will complete a transaction that, among other things, will result in a reverse takeover of Appreciated by the shareholders of Trinity (the "Transaction") pursuant to TSX Venture Exchange (the "TSXV") Policy 5.2 - Changes of Business and Reverse Takeovers ("Policy 5.2"), as detailed below. The Transaction will be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia). In addition, the Company has entered into a debt settlement agreement pursuant to which the Company will settle $120,000 of debt through the issuance of units of the Company (the "Units") and will settle an aggregate of $91,000 owed by the Company to arm's length third parties through the issuance of common shares in the capital of the Company (the "Common Shares") at a deemed price of $0.05 per share in settlement of amounts owing by the Company. In addition, the Company has received a commitment from Oranmore Limited for the provision of a credit facility of up to $1,000,000 to Appreciated for working capital purposes.
For additional information concerning the Transaction, please refer to the Arrangement Agreement entered into among Appreciated, Trinity and the shareholders of Trinity, a copy of which will be filed under Appreciated's SEDAR profile at www.sedar.com.
Pre-Transaction Shares for Debt Settlement
As previously announced by the Company on October 28, 2020, pursuant to a debt settlement agreement, the Company has agreed to settle an aggregate of $120,000 in debt through the issuance of 923,077 Units at a deemed price of $0.13 per Unit, subject to the approval of the TSXV. Each Unit will be 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.
In addition, pursuant to debt settlement agreements with three arm's length third parties, the Company has agreed to settle an aggregate of $91,000 owed by the Company through the issuance of 1,820,000 Common Shares at a deemed price of $0.05 per share, subject to TSXV approval.
All Common Shares and Warrants issued in connection with the debt settlements will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Transaction
Subject to the approval of the TSXV and Appreciated's shareholders and the other conditions set out in the Arrangement Agreement, Appreciated will acquire all of the ordinary shares in the capital of Trinity (the "Trinity Shares") for aggregate consideration of $50,000,000 to be paid through the issuance of 66,666,667 post-Consolidation Common Shares (as defined below) of the Company at a deemed price per share of $0.75 on a post-Consolidation basis, subject to approval by the TSXV. The deemed price of the proposed Transaction remains subject to the approval of the TSXV. The Transaction does not constitute an arm's length transaction as Larry Howard, Michael Walker and Martin Andrew Lyon are also directors and/or officers of Trinity or its subsidiaries.
Upon closing of the Transaction, it is the intention of Appreciated and Trinity that Trinity will become a wholly-owned direct subsidiary of Appreciated. Appreciated, as the resulting issuer following the Transaction, (the "Resulting Issuer") will carry on the business of Trinity. Following the Transaction, and subject to TSXV approval, the Resulting Issuer intends to be listed as a Tier 2 Industrial Issuer involved in the film and television industry.
Pursuant to the Arrangement Agreement, the Transaction will proceed as follows:
- the Company will effect a consolidation of all of the outstanding Appreciated common shares (the "Common Shares") on a 25 to 1 basis (the "Consolidation");
- each Trinity Share will be transferred to Appreciated in exchange for 470 post-Consolidation Common Shares;
- pursuant to a loan exchange agreement entered into among the Company, Amcomri Limited Partnership and Amcomri GP BVI Limited (together, "Amcomri"), Amcomri will exchange $1,486,034 of debt (the "Amcomri Indebtedness"), including the Bridge Financing (as defined below), that is currently owing to Amcomri for 1,981,379 post-Consolidation Common Shares at a deemed price of $0.75 per share on a post-Consolidation basis; and
- the Company will change its name to "Amcomri Entertainment Inc." (the "Name Change").
In addition, subject to the completion of the Transaction and the approval of the TSXV, the Company has agreed to settle an aggregate of $384,000 owing to certain directors and officers of the Company through the issuance of 512,000 post-Consolidation Common Shares at a price of $0.75 per share. Such shares will be issued immediately prior to the closing of the Transaction or at such earlier time as may be determined by the Company, subject to receipt of TSXV approval.
The Arrangement Agreement
The Transaction is being effected by way of a plan of arrangement pursuant to the Arrangement Agreement. The Arrangement Agreement contains customary covenants, representations and warranties of and from each of Appreciated, Trinity and the shareholders of Trinity. In addition, the obligations of Appreciated, Trinity and the Trinity shareholders to consummate the transactions contemplated by the Arrangement Agreement, and in particular the Transaction, are subject to various conditions precedent, both mutual and with respect to each party, including: (a) compliance with the terms of the Arrangement Agreement; (b) receipt of requisite shareholder and court approvals; (c) receipt of all requisite regulatory and board approvals, including, the TSXV; and (d) no material adverse change in respect of Appreciated or Trinity shall have occurred. The Arrangement Agreement will be posted on the Company's profile on SEDAR at www.sedar.com.
Bridge Financing
Since December 2020, Amcomri, a significant shareholder of Trinity, has provided approximately $725,000 in bridge financing to Appreciated (the "Bridge Financing") in order to allow the Company to continue its operations, settle certain debts and to proceed with the Transaction. The proceeds of the bridge financing have been used for general working capital purposes and the repayment of debt and are repayable upon demand. In connection with the Transaction, all of such indebtedness will be converted into post-Consolidation Common Shares at a price of $0.75 per share, subject to approval of the TSXV.
In addition to agreeing to convert the Amcomri Indebtedness into post-Consolidation Common Shares, Oranmore Limited, an affiliate of Amcomri, has committed to providing a credit facility of up to $1,000,000 to Appreciated for working capital purposes (the "Facility"). Amounts drawn under the Facility will bear interest at a rate of eight percent (8%) per annum.
About Trinity Pictures Distribution Limited
Trinity is a privately-held company incorporated and registered in England and Wales, and headquartered in London, England. Through its subsidiaries listed below, Trinity finances, produces, sells and distributes feature films, feature documentaries, and scripted and unscripted television series on a global basis.
- 101 Films Limited was established in 2012 by industry specialists, Andy Lyon and Adam Lacey (who collectively have over 50 years experience in distribution), and is one of the largest and fastest-growing all-rights media distribution companies in the UK and Irish markets. 101 Films Limited owns or controls the rights to over 1,750 movie titles for those markets. The business has grown organically and, following investment by Amcomri Limited Partnership, also acquired the Metrodome and Palisades Tartan libraries in 2016, more recently it acquired distribution rights on 2 large libraries consisting of over 200 movies from Quiver Capital and 450 movies from Screen Media Ventures. 101 Films Limited expects to release over 70 new titles into the market in 2021 and 2022 and has direct relationships with all the major media platforms including major players in UK market like Sky, Vubiquity, Virgin, Rakuten, AMC Shudder, Netflix, Amazon, Apple, BBC, Channel 4, Sony TV and Channel 5. In 2020, 101 Films has recently secured direct deals with eight major AVOD platforms, an emerging and fast growing market.
- 101 Films International represents a catalogue of over 75 independent films. Key titles distributed by 101 Films International include recently completed 2021 movie, "Take Back" starring, Mickey Rourke, "The Complex-Lockdown" starring, Michelle Mylett, "The Hammer" starring, Gbenga Akinnagbe, and the remake of David Cronenberg's "Rabid" starring Laura Vandervoort. For 2021, 101 Films International has co-produced and secured International distribution rights to horror thriller, "Mammon" starring Taye Diggs and Michael Madsen and Action Thriller, "Every last One Of Them" starring, Richard Dreyfuss, Jake Weber and Taryn Manning, which 101 Films International recently announced a significant North American sale to a North American distributor which will see the movie released, Every Last One Of Them is the first movie of a recently announced four picture co-production deal with LA based Ton of Hats headed up by Take Back producer Mike Hatton. In 2022, 101 Films International will deliver, "Left Behind: Rise of the Antichrist," the sequel to the hugely successful 2014, "Left Behind" film starring Nicolas Cage. This film is based on the Left Behind book series which has sold more than 80 million copies and generated over $100 million in book sales, Crime drama, "Code of Silence" starring Stephen Moyer a story based on the infamous Kray Twins, Ronnie and Reggie, and Martial Arts Action movie "Dark Asset" starring Robert Patrick and Byron Mann.
- Abacus Media Rights Limited ("Abacus") was established by Trinity and TV industry specialist Jonathan Ford in March 2020 and is responsible for the acquisition and distribution of TV, documentary and unscripted titles which it distributes to a global collection of customers and clients. Abacus is also able to arrange the pre-sale of rights on an individual territory or global basis in order to enable Producers to finance productions to which Abacus then secures remaining distribution rights. Abacus has developed quickly and already represents over 1,500 hours of TV and has generated program sales in excess of $30 million in its first 18 months of trading. Key titles distributed by Abacus include series such as Canadian drama Trickster; The Porter; The Syndicate; unscripted series including Meet, Marry, Murder; In the Footsteps of Killers, Rhys Darby in Japan; 1000 Years a Slave; Outback Lockdown; High Maintenance; and documentaries such as People You May Know; Superbug; Nike's Big Bet.
- Hollywood Classics International Limited ("HCI") is an international sales agency acting on behalf of movie library owners, including major Hollywood Studios such as Universal Pictures. HCI sells certain distribution rights to back-catalogue titles from producers and rights-holders on a global basis. Based in the UK and with sales reps in Germany, France, Japan and Latin America, HCI is a global business with a local presence and in-depth understanding of individual markets. HCI attends all major film markets such as the Cannes Film Market, the American Film Market (Santa Monica), the European Film Market (Berlin), MipTV & Mipcom (both in Cannes), World Content Market (Moscow), Filmart (Hong Kong) and the International Classic Film Market (Lyon). Major titles that have been distributed by HCI include, "Born On The 4th Of July," "American Graffiti," "Howard The Duck," "The Last Temptation of Christ" and "The Omen." HCI's library contains over 3,000 classic titles and the company licences all types of rights, including physical, digital, TV, theatrical and clips.
Selected Financial Information
The following table sets out selected historical financial information for Trinity for the year ended December 31, 2020. Such information is derived from and should be read in conjunction with the financial statements of Trinity for the year ended December 31, 2020, which will be attached as a schedule to the management information circular of Appreciated (the "Circular") will be mailed to Appreciated shareholders in connection with approval of the Transaction.
| Year Ended December 31, 2020 (Audited)* | |
| Total Revenues | $7,728,862 |
| Total Assets | $15,258,537 |
| Total Liabilities | $10,402,764 |
| Shareholders' Equity | $4,855,773 |
| Net income/loss | $1,601,329 |
| EBITDA+ | $3,662,633 |
Notes:
* Amounts have been converted from British Pounds Sterling at a rate of £1.00 to C$1.70.
+ EBITDA is a non-IFRS measures. See Cautionary Note Regarding Non-IFRS Measures.
Management and the Board of Directors of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that Mr. Robert Price will continue as the Chief Executive Officer of the Resulting Issuer and Mr. Laurence Howard will continue as the Chief Financial Officer and the Corporate Secretary of the Resulting Issuer. In addition, the board of directors of the Resulting Issuer is expected to be comprised of Paul McGowan (Non-Executive Chairman), Robert Price, Michael Walker, Martin Andrew (Andy) Lyon, Laurence Howard and at least one new additional independent director to be identified by the Corporation prior to the mailing of the Circular.
The relevant experience of the proposed officers and directors of the Resulting Issuer is set out below.
Paul McGowan - Non-Executive Chairman (age: 59)
Paul McGowan has worked in the distressed investing arena for the last 20 years, based in London, and is currently Executive Chairman of Amcomri Holdings Limited. Mr. McGowan was previously Chairman of the entertainment retailer HMV in the UK, Ireland and Canada. He is a Fellow of the Institute of Chartered Accountants in Ireland and a graduate of the University of Ulster, Jordanstown (Degree in Accountancy).
Robert Price - Chief Executive Officer and Director (age: 52)
Mr. Price is an experienced senior executive in media, entertainment and marketing. He currently serves as the Chief Executive Officer of Appreciated. He is also the founder of Get Ready Ltd., the Non-Executive Chair of Fourth Floor Creative and the Chair of Woodnewton Associates. Most recently he was SVP & Managing Director for 20th Century Fox Home Media, and prior to that he was UK Chief Executive Officer for Future Plc. He's been creating and developing successful digital businesses and brands for over 20 years. Mr. Price is a graduate of Greenwich University (BA Business, with Marketing Honours).
Laurence Howard -Chief Financial Officer, Corporate Secretary and Director (age: 47)
Mr. Howard is a qualified accountant and highly experienced finance director. He led the acquisition of 101 Films, Metrodome, Tartan Palisades and Hollywood Classics as well as the formation of Amcomri Film Partners and 101 International. He currently serves as the Chief Financial Officer and Corporate Secretary of Appreciated. He is also currently an Investment Director with Amcomri Limited Partnership and was previously a Managing Director of Hilco Capital Ireland Limited. He is a Fellow of the Institute of Chartered Accountants in Ireland and a graduate of the Institute of Technology Silgo (Degree equo).
Michael Walker - Director (age: 57)
Mr. Walker has over 25 years of experience in the film and television industry and brings a well-rounded knowledge. Prior to joining 101 Films International, Michael was President of Cloud Ten Pictures for 10 years. Mr. Walker has a successful track record in sales and acquisitions, as well as packaging and producing independent feature films. Films include Left Behind (Nicolas Cage) based on the best-selling book series Left Behind, Rabid, (based on the David Cronenberg classic, Rabid) Take Back (Mickey Rourke) and Every Last One of Them (Richard Dreyfuss). Mr. Walker is a graduate of Wilfrid Laurier University (Politics and Business).
Martin Andrew (Andy) Lyon - Director (age: 45)
Mr. Lyon is a highly regarded UK-based entrepreneur with almost 30 years of experience in the film distribution business. He currently serves as the Managing Director of Trinity Creative Partnership Limited and is also a founder and Chief Executive Officer of 101 Films, 101 Films International and HCI.
Other Insiders
Upon completion of the Transaction, it is anticipated that Amcomri Holdings Limited (British Virgin Islands) and Laurence Howard (Wicklow, Ireland) will be significant shareholders of the Resulting Issuer. Amcomri Holdings Limited is a holding company controlled by Paul McGowan of Monaco (proposed director of the Resulting Issuer).
Shareholder Meeting
The Transaction will constitute a "business combination" (as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")) and will require the approval of the shareholders of Appreciated, including approval of a majority of the minority shareholders of Appreciated. For the purposes of calculating such approval, the votes attached to the Common Shares held by those persons who are "interested parties", as defined under MI 61-101, will be excluded.
Each of Laurence Howard, Michael Walker and Andrew Martin (Andy) Lyon currently own Trinity Shares which will be sold to the Company in connection with the Transaction. In addition, Messrs. Howard, Walker and Lyon are directors and/or officers of Trinity or its subsidiaries. As a result of such positions and ownership, Messrs. Howard, Walker and Lyon are non-arm's length parties for the purposes of the Transaction as they are shareholders of Trinity, and will sell their Trinity Shares to Appreciated in connection with the Transaction.
As a result of the requirement for Appreciated shareholder approval, an annual and special meeting of Appreciated shareholders will be held to approve the Transaction and various corporate matters connected to the Transaction (the "Meeting"). The Circular will be mailed to Appreciated shareholders in connection with the Meeting and posted on the Company's profile on SEDAR at www.sedar.com.
Consolidated Capitalization
The following table sets out the pro forma capitalization of the Resulting Issuer after giving effect to the Transaction. This table should be read in conjunction with the pro forma financial statements for the Resulting Issuer that will be included in Circular.
| Designation of Security | Amount Authorized | Amount Outstanding After Giving Effect to the Transaction and the Consolidation |
| Resulting Issuer Shares | Unlimited | 71,530,105 |
| Stock Options | 10% of the Common Shares | Nil |
| Warrants | N/A | 36,923 |
| Indebtedness | N/A | $500,000 |
The following table sets out the number of securities of the Resulting Issuer proposed to be outstanding on a fully diluted basis after giving effect to the Transaction:
| Category of Security | Number of Securities of Resulting Issuer After Giving Effect to the Transaction and the Consolidation |
| Post-Consolidation Common Shares held by existing shareholders of Appreciated | 2,260,336 |
| Post-Consolidation Shares issued upon shares for debt conversions | 109,723 |
| Post-Consolidation Common Shares to be issued in exchange for Trinity Shares | 66,666,667 |
| Post-Consolidation Common Shares to be issued pursuant to the Loan Exchange Agreement | 1,981,379 |
| Post-Consolidation Common Shares to be issued to certain directors and officers in lieu of salary | 512,000 |
| Total Non-Diluted Post-Consolidation Common Shares | 71,530,105 |
Voting Support Agreement
Certain shareholders of Appreciated holding an aggregate of 10,918,514 Common Shares representing approximately nineteen percent (19%) of the issued and outstanding Common Shares have each entered into a voting support agreement with Trinity and agreed to vote all of the Common Shares owned or controlled in favour of the transaction at the Meeting.
About Appreciated
Appreciated is a worldwide film and television media production-packaging company whose core business is producing independent films and television movies for global business-to-business distribution. Appreciated is based in Vancouver, British Columbia.
Additional Information
Sponsorship of a Reverse Takeover is required by the TSXV unless an exemption or waiver from the sponsorship requirement is available. A request has been made to the TSXV for a waiver of the sponsorship requirements of Policy 2.2 - Sponsorship and Sponsorship Requirements of the TSXV, but there is no assurance that such waiver will be granted.
Trading in the Common Shares is presently suspended. It is currently anticipated that trading in the Company's Common Shares will remain suspended and will not resume until the Transaction is completed and approved by the TSXV.
Except as disclosed herein there are no finder's fees or similar payable for the Transaction.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
It is anticipated that further information with respect to the Transaction will be announced by the Company as it becomes available. Investors are cautioned that, except as disclosed in the Circular, 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 Appreciated should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information regarding Appreciated, Trinity, the Resulting Issuer or the Transaction, please refer to the Arrangement Agreement and Circular that will be made available under Appreciated's SEDAR profile on SEDAR at www.sedar.com.
For more information, please contact:
Larry Howard, Director
Email: larry.howard@amcomri.com
Phone: +353-87-686-8255
www.amcomrimedia.com
Cautionary Note Regarding Non-IFRS Measures
This news release refers to certain financial performance measures that are not defined by and do not have a standardized meaning under International Financial Reporting Standards (termed "Non-IFRS measures"). Non-IFRS measures are used by management to assess the financial and operational performance of Trinity. The Company believes that these Non-IFRS measures, in addition to conventional measures prepared in accordance with International Financial Reporting Standard, enable investors to evaluate Trinity's operating results, underlying performance and prospects in a similar manner to the Company's management. As there are no standardized methods of calculating these Non-IFRS measures, Trinity's approach may differ from those used by others, and accordingly, the use of these measures may not be directly comparable. Accordingly, these Non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with International Financial Reporting Standards.
Trinity defines EBITDA as earnings before interest tax depreciation and amortisation. Adjusted EBITDA is intended to provide a proxy for Trinity's operating cash flow and is widely used by industry analysts to compare companies:
| Reconciliation of Profit to EBITDA | ||
| Profit | $1,601,329 | |
| Taxation | + | $ 952,442 |
| Interest Expense | + | $85,984 |
| Depreciation & Amortisation | + | $766,926 |
| EBITDA | $3,406,681 | |
Note: Amounts have been converted from British Pounds Sterling at a rate of £1.00 to C$1.70.
Cautionary Note Regarding Forward-Looking Statements
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 Appreciated and Trinity 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 and includes information regarding: (a) expectations regarding whether the Transaction will be consummated including whether the conditions to the consummation of the Transaction will be satisfied; (b) the timing for completing the Transaction, if at all, and the conditions to such transaction; and (c) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Appreciated and Trinity's respective management'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 Appreciated and Trinity believe 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 resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; 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; and the diversion of management time on the Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of Appreciated and Trinity 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 Appreciated and Trinity have 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. Appreciated and Trinity do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
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