VANCOUVER, BC--(Marketwired - March 24, 2017) - WOW! Unlimited Media Inc. (TSX VENTURE: RNK.A) (TSX VENTURE: RNK.B) (the "Corporation") announces the return to treasury and cancellation of 597,417 common non-voting shares in the capital of the Corporation (the "Non-Voting Shares") in connection with a post-closing working capital adjustment pursuant to the terms of the merger agreement and plan of reorganization dated October 25, 2016 (the "Merger Agreement") among the Corporation, Rainmaker Merger Sub 1, Inc., Rainmaker Merger Sub 2, Inc., Frederator Networks, Inc. ("Frederator"), Frederator Allied Media, Inc. and Frederick Seibert.
The Non-Voting Shares were registered in the name of Frederick Seibert and were deposited into a third party escrow account with Computershare Trust Company of Canada ("Computershare"). The terms and conditions of the escrow arrangement were governed by an escrow agreement dated December 15, 2016, entered into among the Corporation, Frederick Seibert and Computershare (the "Escrow Agreement"). Pursuant to the terms of the Escrow Agreement, the Corporation and Frederick Seibert delivered a joint direction to Computershare and the Non-Voting Shares were returned to the Corporation's treasury and have been cancelled.
In addition to the foregoing, the Corporation has agreed to issue an aggregate of 194,444 common voting shares in the capital of the Corporation (the "Common Voting Shares") to Cormark Securities Inc. ("Cormark") at a deemed price of $1.80 per share in settlement of the financial advisory fee payable to Cormark in connection with the Corporation's reorganization transaction which closed on December 15, 2016. For additional details relating to the reorganization transaction, please see the Corporation's news release dated December 16, 2016. The issuance of the Common Voting Shares is subject to the approval of the TSX Venture Exchange. In accordance with applicable securities laws, the Common Voting Shares will be subject to a hold period of four months and one day from the date of issuance.
Following the cancellation of the Non-Voting Shares, the Corporation currently has 15,782,880 common voting shares, 6,619,523 variable voting shares and 3,179,174 common non-voting shares issued and outstanding.
About WOW! Unlimited Media Inc.
WOW! Unlimited Media Inc., formerly Rainmaker Entertainment Inc., is creating a leading next-generation kids and youth animation business by focusing on digital platforms and content. The company's key assets include: the world's #1 digital animation network, Frederator Networks, which consists of an animation production company Frederator Studios as well as VOD channels on digital platforms; the world's first Hispanic animation network, Átomo Network, a joint venture with Ánima Estudios; and one of Canada's largest, multi-faceted animation production studios, Rainmaker Entertainment, which consists of Mainframe Studios that produces CGI animated television series and Rainmaker Studios that produces long-form animated features. The company operates out of offices in Toronto, New York, Vancouver and Los Angeles, and is listed on the TSX Venture Exchange (TSX VENTURE: RNK.A) (TSX VENTURE: RNK.B).