The Wonderfilm Media Corporation (TSXV:WNDR) announced today that it proposes to conduct a non-brokered private placement up to the aggregate principal amount of $1 million.
The Wonderfilm Media Corporation (“Wonderfilm” or the “Company”) (TSXV:WNDR, OTCQB: WDRFF) announced today that it proposes to conduct a non-brokered private placement (the “Financing”), pursuant to which it will issue non-transferable, unsecured convertible debentures (each, a “Debenture”) up to the aggregate principal amount of $1 million. The Debentures are convertible as set forth below into common shares (each, a “Share”) of the Company at a conversion price of $0.20 per Share (the “Conversion Price”), representing a discount to the closing trading price of the Shares on the day prior to this announcement. The Debentures mature three (3) years from the date of the closing of the Financing (the “Maturity Date”) and bear interest (the “Interest”) at the rate of 8% per annum, payable quarterly.
If the Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) at a volume weighted average price of $0.40 or more for forty-five (45) consecutive trading days, the Company will have the right (but not the obligation) at any time thereafter during the remaining term of the Debentures to cause each Debenture to be convertible into that number of Shares computed on the basis of the principal amount of the Debenture plus accrued but unpaid interest divided by the Conversion Price.
In connection with the Financing, the Company proposes to pay a cash commission equal to 6% of the gross proceeds and issue that number of agent’s warrants (“Agent’s Warrants”) equal to 6% of the aggregate number of common shares issuable upon conversion of the Debentures sold pursuant to the Financing. Each Agent Warrant shall entitle the holder thereof to acquire one Share at an exercise price equal to the Conversion Price for a period of 36 months from the closing of the Financing.
The Financing is subject to acceptance by the Exchange. All securities issued pursuant to the Financing are subject to a hold period expiring 4 months and one day after closing.
Proceeds from the Financing are expected to be used for actor deposits, acquisition of intellectual property and for general working capital.
About Wonderfilm Media
Wonderfilm is a leading publicly traded (TSX Venture Exchange) entertainment company with production offices in Los Angeles, corporate offices in Vancouver BC and its Asian distribution office in Seoul, South Korea. The Company’s core business is producing market-driven independent feature films and quality television series for multi-platform global exploitation. Wonderfilm is a producer and distributor only for the projects disclosed. The legal ownership of movie productions are held in a special purpose legal entity held at arm’s length to the Company to facilitate for the qualification of various levels of domestic and foreign government tax credit incentives that are customary in the film and production business.
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, and these securities will not be offered or sold in any jurisdiction in which their offer or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available.
This press release contains forward-looking statements as 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. All statements, other than statements of historical fact, included herein, including disclosure regarding possible events, conditions, timing or financial performance that are based on assumptions about future economic conditions and courses of action; and the plans for completion of the Private Placement, expected use of proceeds and business objectives, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; reliance on key personnel; the volatility of the Company’s share price and volume and the additional risks identified as “risk factors” in the Company’s most recently filed Management Discussion and Analysis or in other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including the assumptions that (1) all necessary approvals and consents in respect of the Private Placement will be obtained in a timely manner and on acceptable terms; and (2) general business and economic conditions will not change in a materially adverse manner. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.