07:28:34 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



Amcomri Entertainment Inc
Symbol AMEN
Shares Issued 73,606,424
Close 2024-04-09 C$ 0.13
Market Cap C$ 9,568,835
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Amcomri amends, extends credit facilities

2024-04-09 18:41 ET - News Release

Mr. Larry Howard reports

AMCOMRI ENTERTAINMENT ANNOUNCES EXTENSION TO EXISTING CREDIT FACILITIES

Amcomri Entertainment Inc. has amended and restated its existing credit facilities.

The company amended and restated the agreements governing the company's $1.25-million (U.S.) credit facility and $3.2-million (U.S.) working capital facility to extend the term of the loans to June 30, 2024. Further and effective as of Jan. 1, 2024, the interest rates under the loans have been set at 15 per cent per annum, and the amounts owing under each loan have been converted from U.S. dollars to British pounds at a conversion rate of $1 (U.S.) to 0.785024 pound sterling. Amounts drawn under the credit facilities remain repayable by the company at any time without penalty.

The lender, Oranmore Ltd., is an entity beneficially owned and controlled by the company's chairman, Paul McGowan. The amendment 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) because the lender is an entity beneficially owned and controlled by Mr. McGowan.

Notwithstanding the foregoing, the company is exempt from the formal valuation requirement per Section 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 per cent 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 per cent 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. 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 Mr. 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.

About Amcomri Entertainment Inc.

Amcomri (Cboe Canada: AMEN) (Frankfurt Stock Exchange: 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 group of companies includes 101 Films, 101 Films International, Hollywood Classics International, Appreciated Media Global, Amcomri Productions and Abacus Media Rights.

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