Appreciated Media Holdings Inc. Announces Appointment of Independent Directors, Completion of Private Placement and Entering into of Credit Facility

October 26, 2021 3:27 PM EDT | Source: Amcomri Entertainment Inc.

Vancouver, British Columbia--(Newsfile Corp. - October 26, 2021) - Appreciated Media Holdings Inc. (TSXV: AMH) (OTC Pink: AMEFF) ("Appreciated" or the "Company") is pleased to announce that the Company has:

  1. appointed Mr. Alexander Stojanovic and Ms. Michèle Maheux to the Company's board of directors;

  2. completed a private placement of common shares in the capital of the Company (the "Private Placement"); and

  3. entered into a credit facility with Oranmore Limited (the "Lender") pursuant to which the Lender will provide financing of up to US$3.2 million to the Company for use in connection with the development of the Company's film project - "Left Behind: Rise of the Antichrist" (the "Credit Facility").

Mr. Stojanovic and Ms. Maheux's appointment, the Private Placement and certain terms of the Credit Facility remain subject to the approval of the TSX Venture Exchange.

Mr. Stojanovic is an experienced senior finance executive. He currently serves as the Chief Financial Officer at Perfect Plants Inc., a global agriculture-technology company. Prior to Perfect Plants, Mr. Stojanovic served as the Chief Financial Officer of Emblem Corp., a publicly traded cannabis company on the TSX Venture Exchange. Mr. Stojanovic led several strategic initiatives and was part of the core team responsible for the sale of Emblem Corp. to Aleafia Health Inc. in 2019. Previously, he held several senior finance positions in Barrick Gold Corporation and Teranga Gold Corporation. Mr. Stojanovic has extensive experience in external financial reporting and compliance, business planning, capital markets activities, internal controls and corporate governance. He began his career in public accounting, managing audit engagements and corporate tax assignments. He holds a Bachelor of Commerce degree from the University of Western Ontario and is a Chartered Professional Accountant as well as a Chartered Financial Analyst charter holder.

Ms. Maheux is a 40-year veteran of the Arts & Culture arena in Canada, having served fulltime most recently as the Executive Director and Chief Operating Officer of TIFF (Toronto International Film Festival). In her more than 30-year tenure at TIFF, she helped grow the organization into one of the most powerful and acclaimed cultural institutions in the world with a purpose built home in the heart of downtown Toronto. In January 2020, Ms. Maheux was recognized by the Toronto Film Critics Association with the Technicolor Clyde Gilmour Award for service in advancement of Canadian film. Ms. Maheux is also a two-time recipient of WXN (Women's Executive Network) Top 100 Most Powerful Women in Canada Award (2011, 2018), and the Queen Elizabeth II Diamond Jubilee Medal (2012). She is past Vice-Chair of the Board of Governors of Ryerson University, past Director of the Movie Theatre Association of Canada, past Director of the Board of the TD Toronto Jazz Society and Festival. She is a Certified Effectiveness Coach, Certified Professional Co-Active Coach and an Associate Certified Coach with the International Coaches Federation. She holds the ICD.D designation of the Directors' Education Program of the Rotman School of Management and currently serves on the Board of Festival Players, in Prince Edward County.

Robert Price, Chief Executive Officer of Appreciated, states: "We are extremely pleased to welcome Michèle and Alex to the board of directors. Alex's experience working with Canadian growth-focused companies and Michèle's wealth of experience in the Canadian entertainment space will provide significant support to the Appreciated team."

In addition, the Company has completed a Private Placement of 32,708,000 common shares in the capital of the Company (the "Common Shares") at a price $0.05 per share for aggregate gross proceeds of $1,635,400. Four insiders of the Company participated in the Private Placement and subscribed for an aggregate of 11,806,723 Common Shares. The Common Shares issued in connection with the Private Placement will be subject to a four-month and one day hold period from the date of issuance.

The Private Placement is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 - Protection Of Minority Security Holders In Special Transactions ("MI 61-101") by virtue of the exemptions contained in section 5.5(a) and section 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to the insiders does not exceed twenty-five percent (25%) of its market capitalization.

The Company has also entered into a new US$3.2 million Credit Facility with the Lender. In connection with the Credit Facility, the Company has agreed to pay an arrangement fee of US$250,000 and US$50,000 of interest through December 31, 2021. Amounts drawn under the Credit Facility shall be repaid upon the earlier of demand from the Lender, the date that is one year from the initial draw down under the Credit Facility or the date on which the Company receives repayment of the Bow River Loan (as defined below). In the event that amounts drawn under the Credit Facility are not repaid on or before December 31, 2021, an additional fee of US$100,000 shall become payable to the Lender and thereafter amounts drawn under the Credit Facility shall accrue interest at the rate of interest per annum published in the money rates section of The Wall Street Journal as the "prime rate" then in effect plus 1.5% per annum. Subject to the approval of the TSX Venture Exchange, the Credit Facility will be secured against the assets of the Company.

The proceeds of the Private Placement and all amounts advanced under the Credit Facility shall be used by the Company for the purposes of funding up to US$4,500,000 (the "Bow River Loan") to Bow River Pictures Ltd., a corporation under the laws of the Province of Alberta ("Bow River") for the purpose allowing Bow River to fulfil its obligations in connection with the production of the latest movie in the successful Left Behind franchise, "Left Behind: Rise of the Antichrist" (the "Movie"), which is to be filmed in Alberta, Canada during November and December 2021. The Bow River Loan will be secured against the assets of Bow River and, pursuant to the terms of the Bow River Loan, Bow River will reimburse the Company for all fees payable to the Lender by the Company in connection with the Credit Facility.

Appreciated has been appointed as the North American distributor and the international Sales Agent for the Movie and will receive the standard distributor fees in respect of all worldwide sales together with a success fee equal to 35% of the net profits of Bow River insofar as they relate to the production and distribution of the Movie.

Further, as a corporate update, the Company is continuing to proceed towards completion of the previously announced transaction pursuant to which Appreciated and Trinity Pictures Distribution Limited ("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 Policy 5.2 - Changes of Business and Reverse Takeovers.

For additional information concerning the Transaction, please refer to the Company's press release dated August 9, 2021, a copy of which will be filed under Appreciated's SEDAR profile at www.sedar.com.

Additional Information

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 TSX Venture Exchange.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange 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 management information circular to be circulated in connection with the Transaction (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 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 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 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 the repayment of the Bow River Loan; (b) expectations with respect to the success of the Movie and its ability to generate net profits for Bow River; (c) whether the Transaction will be consummated including whether the conditions to the consummation of the Transaction will be satisfied; (d) the timing for completing the Transaction, if at all, and the conditions to such transaction; and (e) 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 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 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 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 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 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. Appreciated does 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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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/100926

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