TORONTO, ONTARIO--(Marketwired - Jan. 11, 2017) -
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ARHT Media Inc. (the "Company" or "ARHT") (TSX VENTURE:ART), creators of digital human holograms called HumaGrams, is pleased to announce a non-brokered private placement of up to 13,333,333 common shares in the capital of the Company (the "Common Shares") at a purchase price of $0.15 per Common Share, to raise up to CDN$2,000,000 (the "Offering").
NetDragon Websoft Holdings Limited ("NetDragon"), holder of 19,278,104 Common Shares, representing 19.99% of ARHT's issued and outstanding Common Shares on a non-diluted basis through its wholly owned subsidiary, NetDragon Websoft Inc. BVI, has noted its intention to subscribe for all 13,333,333 Common Shares to be issued as part of the Offering. Assuming completion of the Offering and sale to NetDragon, NetDragon will beneficially hold upon closing approximately 29.72% of the issued and outstanding Common Shares of ARHT.
NetDragon would, upon closing, become a "control person" pursuant to the policies of the TSX Venture Exchange (the "TSXV") and the participation in the Offering constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV. To comply with the minority shareholder approval requirements of the TSXV and MI 61-101, the Offering will be subject to the approval of the shareholders of ARHT by ordinary resolution at a special meeting scheduled for February 23, 2017, excluding the votes attaching to the Common Shares held by NetDragon.
The Offering is subject to applicable regulatory approvals, including approval of the TSXV and is expected to close shortly after the special meeting of ARHT shareholders scheduled for February 23, 2017. The Common Shares issued on closing will all be subject to a four month statutory hold period commencing on the date of issuance. The proceeds from the Offering will be used for general working capital purposes and to fund future events and shows.
Special Shareholder Meeting
ARHT also announces that it will be holding a special meeting of shareholders on February 23, 2017 at 10:00 a.m. (Toronto Time) at Suite 800, 65 Queen Street West, Toronto, Ontario Canada. The record date for the meeting will be January 23, 2017.
At the meeting, the shareholders of ARHT will be asked to consider and, if thought fit, to pass an ordinary resolution approving the private placement and the creation of a new control person.
To pass, this ordinary resolution requires the approval of a majority of the votes cast in person or by proxy at the meeting, excluding the votes attaching to the Common Shares held by NetDragon. A notice of meeting and information circular in respect of the special meeting will provide further details regarding the private placement and will be mailed to the shareholders of ARHT in due course.
About ARHT Media
ARHT Media Inc. creates HumaGrams™, the most believable and interactive human holograms. HumaGrams™ are generated using patent-pending Augmented Reality Holographic Technology (ARHT™), which is a scalable, repeatable and transportable form of 3D without the use of special glasses. This unique platform makes it possible for people to engage with HumaGrams™, opening up a wide range of applications from interactive retail displays, tradeshow booths, presentations, live shows and concerts. The various can be integrated into multiple forms of proximity and mobile marketing tactics to connect with an audience, drive sales efforts and create memorable experiences.
ARHT Media Inc. was co-founded in 2012, by Rene Bharti (Chairman), and entertainer Paul Anka (Chairman, Board of Advisors). The company is supported by a diverse and seasoned Management team spearheaded by its CEO Paul Duffy, a global entrepreneur and creator of the Digital Human Experience in online, mobile and holographic communications. ARHT team brings decades of experience from fields including entertainment, technology, marketing and finance. Advisors to the company include the likes of Larry King, Jason Bateman, Richard "Skip" Bronson, Michael Bublé, Carlos Slim, Irving Azoff and Kevin O'Leary.
ARHT Media trades under the symbol ART on the Toronto Venture Stock Exchange.
NetDragon Websoft Holdings Limited (HKSE:0777) is a global leader in building Internet communities. Established in 1999, NetDragon is a vertically integrated, cutting-edge R&D powerhouse with a highly successful track record which includes the development of flagship MMORPGs such as Eudemons Online and Conquer Online, China's number one online gaming portal, 17173.com, and China's most influential smartphone app store platform, 91 Wireless, which was sold to Baidu in 2013 in what was at the time the largest Internet M&A transaction in China. Being China's pioneer in overseas expansion, NetDragon also directly operates a number of game titles in over 10 languages internationally since 2003. In recent years, NetDragon has emerged as a major player in the global online and mobile education space as it works to leverage its mobile Internet technologies and operational know-how to develop a game-changing education ecosystem. For more information, please visit www.netdragon.com or contact Maggie Zhou, IR Director at NetDragon at firstname.lastname@example.org.
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For more information, please visit www.arhtmedia.com or contact the investor relations group at email@example.com.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Offering, the use of proceeds of the Offering or the creation of a control person. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic and competitive uncertainties; regulatory risks; risks inherent in technology operations; and other risks of the technology industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
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