VANCOUVER, British Columbia, April 09, 2024 (GLOBE NEWSWIRE) -- Amcomri Entertainment Inc. ("Amcomri" or the "Company") (Cboe CA: AMEN) (Frankfurt: 25YO) (OTC: AMNNF) is pleased to announce that the Company has amended and restated its existing credit facilities.
The Company amended and restated the agreements governing the Company's US$1.25 million credit facility and US$3.2 million working capital facility to extend the term of the loans to June 30, 2024. Further, and effective as of January 1, 2024, the interest rates under the loans have been set at fifteen percent (15%) per annum and the amounts owing under each loan have been converted from United States Dollars to British Pounds at a conversion rate of US$1.00 to £0.785024. Amounts drawn under the credit facilities remain repayable by the Company at any time without penalty.
The lender, Oranmore Limited, is an entity beneficially owned and controlled by the Company's Chairman, Paul McGowan. The amended of the agreements governing the loan and credit facility constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") because the lender is an entity beneficially owned and controlled by the Company's Chairman, Paul McGowan.
Notwithstanding the foregoing, the Company is exempt from the formal valuation requirement per sections 5.5(a) of MI 61-101, as neither the fair market value of the subject matter of the transactions, nor the fair market value of the consideration for those transactions, insofar as it involves the interested parties, exceeds 25% percent of the Company's market capitalization, and the Company confirms that it has not obtained any valuations relevant to the transactions in the 24 months preceding the entry into the amendments. In addition, the Company is exempt from the requirement to obtain minority shareholder approval per section 5.7(1)(a) and Section 5.7(1)(f) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% percent of the Company's market capitalization and the transactions are amendments that were obtained by the Company from a related party on reasonable commercial terms that are not less advantageous to the Company than if the loans were obtained from a person dealing at arm's length with the Company, and the loans, or each advance under the credit facilities, as the case may be, are not convertible into equity.
The terms of the amendments were settled through arm's length negotiations between the Chief Financial Officer of the Company and Oranmore Limited. The amendments were subsequently considered and unanimously recommended to the Company's board of directors by the independent members of the Company's board of directors, having regard to, among other things, the impact of the transactions on the Company's balance sheet, liquidity and overall stability, and, upon such recommendation, the board of directors unanimously approved the transaction with Paul McGowan declaring his interest and recusing himself from any deliberations or voting on the transactions.
The Company did not file a material change report 21 days in advance of implementing the transactions as the negotiations were only recently concluded.
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 the Company's intent to draw-down and re-pay the credit facilities and with respect to future business activities concerning the credit facilities. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company'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 the Company 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 Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: 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 those risks and uncertainties that are described in the section entitled "Risk Factors" in the Company's annual information form dated April 14, 2023, and available under the Company's profile on SEDAR+ at www.sedarplus.ca. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions.
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 the Company 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. All of the forward-looking statements contained in this press release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and the Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Investors are cautioned that, trading in the securities of the Company should be considered highly speculative. For a more detailed discussion such risks and uncertainties, please see the section entitled "Risk Factors" in the Company's annual information form dated April 14, 2023, and available under the Company's profile on SEDAR+ at www.sedarplus.ca.
About Amcomri Entertainment Inc.
Amcomri Entertainment Inc. (Cboe CA: AMEN) (Frankfurt: 25Y0) provides global distribution capabilities for independent movie, documentary and TV series producers as well as for its own in-house productions. With decades of experience across all key media platforms, Amcomri is rapidly becoming the go-to team for independent producers seeking the broadest possible audience for their productions. The Amcomri Entertainment Inc. group of companies includes 101 Films, 101 Films International, Hollywood Classics International, Appreciated Media Global, Amcomri Productions and Abacus Media Rights.
For further information about Amcomri, see its disclosure documents on SEDAR+ at www.sedarplus.ca or visit the company's website at https://amcomrientertainmentinc.com/
| For more information, please contact: | |
| Larry Howard Amcomri, Chief Financial Officer Email: larry.howard@amcomri.com Phone: +353-87-686-8255 | Trevor Heisler MBC Capital Markets Advisors Email: theisler@maisonbrison.com Phone: 1-416-500-8061 |
