Vancouver, British Columbia
The Wonderfilm Media Corporation (TSXV: WNDR)(OTC: WDRFF) (“Wonderfilm” or the “Company”) is pleased to announce that it has increased its non-brokered private placement from a maximum of 2,272,727 units (“Units”) to a maximum of 2,545,455 Units for gross proceeds of up to $1,400,000 (the “Private Placement”). The Private Placement and the maximum amount of $1,250,000 was previously announced on September 20, 2018.
The Private Placement will now consist of the issuance of a minimum of 909,901 and a maximum of 2,545,455 Units at $0.55 per Unit for gross proceeds of between $500,000 and $1,4000,000.
The remaining terms of the Private Placement remain the same as announced on September 20, 2018. Specifically, each Unit will consist of one common share of the Company (“Share”) and one half of one non-transferable common share purchase warrant (“Warrant”). Each whole Warrant will entitle the holder to purchase one additional common share of the Company (a “Warrant Share”) of the Company at a price of $0.75 per Warrant Share for a period of twenty-four (24) months from their date of issue.
A financing fee may be paid to certain finders on closing of the Private Placement, consisting of a cash commission of up to 8.0% of the proceeds identified by each finder and non transferable finder’s warrants of up to 8% of the number of Units identified by each finder (“Finders’ Warrants”). Each two (2) Finders’ Warrants will entitle the holder to acquire one common share of the Company (“Finders’ Warrant Share”) at a price of $0.75 per Finders’ Warrant Share for for a period of twenty-four (24) months from their date of issue.
The Private Placement is subject to all necessary regulatory approvals, including acceptance by the TSX Venture Exchange. All securities issued under the Private Placement will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
The Company intends on using the net proceeds of the Private Placement for general working capital purposes.
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. Current productions include the feature films, Moose (staring John Travolta) and Primal (starring Nicolas Cage.) 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.
For further details, please see the Company’s documents filed on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
For further information, please contact:
The Wonderfilm Media Corporation,
Chief Executive Officer
Telephone: (604) 638-4890