Vancouver, British Columbia–(Newsfile Corp. – December 17, 2021) – Appreciated Media Holdings Inc. (TSXV: AMH) (OTC Pink: AMEFF) (“Appreciated” or the “Corporation“) is pleased to announce that, at the annual and special meeting of shareholders of Appreciated (the “Meeting“) held earlier today, among other things, the shareholders of Appreciated (the “Shareholders“) approved a special resolution authorizing the Corporation to proceed with the previously announced plan of arrangement (the “Arrangement“). Pursuant to the Arrangement the Corporation will, among other things, change its name to “Amcomri Entertainment Inc.”, consolidate its common shares and the shareholders of Trinity Pictures Distribution Limited (“Trinity“) will complete a reverse takeover of the Corporation.
In addition, the Shareholders authorized the Corporation to complete a voluntary delisting of the Corporation’s common shares from the TSX Venture Exchange in connection with the closing of the Arrangement and the subsequent listing of the post-consolidation common shares of Appreciated on the NEO Exchange.
The Arrangement required approval by the affirmative vote of: (i) at least two-thirds of the votes cast by holders of common shares of Appreciated; and (ii) a simple majority of the votes cast by the holders of common shares of Appreciated (excluding common shares required to be excluded pursuant to applicable securities laws).
Of the votes cast at the Meeting with respect to the Arrangement, a total of 61,659,053 common shares of Appreciated were voted in favour of the Arrangement, representing approximately 97.36% of the total votes cast by Shareholders on the special resolution and 96.02% of the votes cast by Shareholders, excluding common shares held by Shareholders required to be excluded pursuant to applicable securities laws.
Appreciated intends to apply for a final order from the British Columbia Supreme Court with respect to the Arrangement on January 4, 2022. Closing of the Arrangement remains subject to customary closing conditions, including receipt of the final order and fulfillment of the conditions of the NEO Exchange. Assuming the satisfaction of these closing conditions, the Arrangement is expected to be completed on or about January 5, 2022, with the common shares of the resulting issuer commencing trading on or about January 10, 2022.
For further information regarding Appreciated, Trinity, the resulting issuer or the Arrangement, please refer to the management information circular dated November 18, 2021 available under Appreciated’s SEDAR profile on SEDAR at www.sedar.com.
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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 Arrangement, (b) the final approval of the British Columbia Supreme Court; (c) whether the Arrangement will be consummated, including whether the conditions to the consummation of the Arrangement will be satisfied; (d) the proposed voluntary delisting of the common shares from the TSXV; (e) the timing for completing the Arrangement and the listing of the resulting issuer shares on the NEO Exchange, if at all, and the fulfillment of the conditions to such transaction; and (f) 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 Arrangement; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; the potential impact of the announcement or consummation of the Arrangement 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 Arrangement. These forward-looking statements may be affected by risks and uncertainties in the business of Appreciated and general market conditions, including COVID-19 and those other risks and uncertainties which are included in the management information circular dated for November 18, 2021.
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.
NEITHER THE TSXV NOR ITS REGULATORY SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/108027