TORONTO, ONTARIO and VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 21, 2017) -
NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Wow Unlimited Media Inc. (TSX VENTURE:WOW) (TSX VENTURE:WOW.B) (the "Company" or "Wow") is pleased to announce that it has entered into an agreement with a syndicate of agents, led by Cormark Securities Inc. and including Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (collectively the "Agents"), in connection with an offering of common voting shares and variable voting shares, as the case may be (collectively, the "Shares") on a best efforts agency basis, at a price of $1.65 per Share ("Offering Price") for approximate aggregate gross proceeds of up to $10.0 million, to be determined in the context of the market (the "Offering").
In addition, the Company has granted the Agents an option ("Over-Allotment Option") to purchase up to an additional 15% of the number of Shares sold under the Offering at the Offering Price, for market stabilization purposes and to cover over-allotments, if any. The Over-Allotment Option shall be exercisable, in whole or in part, on or after the closing of the Offering and for a period of 30 days thereafter.
The Company intends to use the net proceeds of the Offering for platform growth initiatives in the United States and Canada and for general corporate purposes.
Closing of the Offering is expected to occur on or about November 30, 2017, and is subject to certain customary conditions and regulatory approval, including approval of the TSX Venture Exchange, and the entering into by the Company and the Agents of an agency agreement.
The common voting shares will be offered in the provinces of British Columbia, Alberta and Ontario by way of a prospectus supplement to the Company's base shelf prospectus dated October 5, 2017. A copy of the prospectus supplement will be filed and available on SEDAR at www.SEDAR.com following determination of the Offering Price. The variable voting shares may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions outside of Canada and the United States.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons") as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities offered have not been registered under the U.S. Securities Act or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Wow Unlimited Media
Wow Unlimited Media Inc. s creating a leading next-generation kids and youth animation business by focusing on digital platforms and content. The company's key assets include: the world's No. 1 digital animation network, Frederator Networks, which consists of an animation production company Frederator Studios, as well as VOD channels on digital platforms; the world's first Hispanic animation network, Atomo Network, a joint venture with Anima Estudios; and one of Canada's largest, multifaceted animation production studios, Rainmaker Entertainment, which consists of Mainframe Studios that produces CGI animated television series, and Rainmaker Studios that produces long-form animated features.
This release may contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "potential" and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this release include but are not limited to statements relating to: the pricing of the Offering, the entering into of an agency agreement, the closing of the Offering and the size of the Offering, the filing of a prospectus supplement for the Offering, the use of proceeds of the Offering, receipt of the approval of the TSX Venture Exchange and the expected closing date of the Offering. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Wow, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.
Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this release, the Company has made various material assumptions, including, but not limited to general business and economic conditions, the Company's ability to protect its intellectual property, the Company's ability to raise additional funding, existing governmental regulations and changes in, or the failure to comply with, governmental regulations and changes in business strategy or development plans. In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors set out under the heading "Risk Factors" in the Company's Annual Information Form dated September 26, 2017 and in the Company's base short form shelf prospectus dated October 5, 2017, copies of which are available on Wow's profile on the SEDAR website at www.sedar.com, and as otherwise disclosed from time to time on Wow's SEDAR profile. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.
Contact: Lowell Hall
Tel: (416) 887-1636