Amcomri Shareholders Approve Transactions

Rhea-AI Summary

Amcomri Entertainment Inc. (NEO: AMEN) (OTC Pink: AMNNF) announced shareholder approval for key transactions at its annual general and special meeting. Shareholders approved the sale of the company's television and film production and distribution businesses, as well as plans for a return of capital, voluntary dissolution, and delisting from Cboe Canada Inc. The meeting saw 93.6% of issued and outstanding shares represented.

All proposed resolutions passed, including the election of eight directors. Conditional on the Television Sale Transaction, shareholders approved reducing the board to three directors. The company reappointed MNP LLP as auditors. The Sale Transactions are expected to close in the coming days, subject to customary conditions.

Positive

• High shareholder participation with 93.6% of shares represented at the meeting
• Approval of sale transactions for television and film businesses, potentially realizing value for shareholders
• Authorization for return of capital to shareholders from sale proceeds

Negative

• Planned voluntary dissolution of the company following asset sales
• Upcoming delisting from Cboe Canada Inc., reducing stock liquidity
• Reduction in board size from eight to three directors, potentially affecting governance

Vancouver, British Columbia--(Newsfile Corp. - August 28, 2024) - Amcomri Entertainment Inc. (NEO: AMEN) (FSE: 25YO) (OTC Pink: AMNNF) ("Amcomri" or the "Company") is pleased to announce the results of the annual general and special meeting of the holders ("Shareholders") of common shares in the capital of the Company (the "Common Shares") held today (the "Meeting"). A total of 68,895,924 Common Shares, representing approximately 93.6% of the issued and outstanding Common Shares, were represented in person or by proxy at the Meeting.

At the Meeting, Shareholders:

1. approved the special resolution (the "Television Sale Transaction Resolution") in respect of the previously announced sale of the assets of the Company utilized for the sale and distribution of television productions through television, streaming and other platforms (see the Company's press release dated June 26, 2024) (the "Television Sale Transaction");

2. approved the special resolution (the "Film Sale Transaction Resolution") in respect of the previously announced sale of the Company's film production and distribution business (see the Company's press release dated July 29, 2024) (the "Film Sale Transaction", and together with the Television Sale Transaction, the "Sale Transactions");
   
   and, subject to the completion of the Television Sale Transaction:

3. approved distribution of the available portion of the net proceeds of the completed Sale Transactions to the Shareholders as a return of capital (the "Return of Capital", and the special resolutions in respect thereof, the "Return of Capital Resolutions");

4. approved the voluntary windup and dissolution of the Company (the "Dissolution", and the special resolutions in respect thereof, the "Dissolution Resolution"); and

5. approved the delisting from Cboe Canada Inc. (the "Delisting", and the special resolutions in respect thereof,the "Delisting Resolution"),

all as more particularly described in the Company's management information circular dated July 28, 2024 (the "Circular").

Each of the Television Sale Transaction Resolution, Film Sale Transaction Resolution, Return of Capital Resolution, Dissolution Resolution and Delisting Resolution were approved by two-thirds of the votes validly cast by Shareholders present in person or represented by proxy at the Meeting. In addition, the Film Sale Transaction Resolution was approved by a majority of the votes validly cast on the Film Sale Transaction Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding any votes cast in respect of Common Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Notwithstanding the approval by Shareholders, the Return of Capital Resolution, the Dissolution Resolution and the Delisting Resolution authorized the board of directors of the Company to, without notice to or approval of the Shareholders, elect not to proceed with the Return of Capital, Dissolution or Delisting if such actions are no longer in the best interests of the Company, including if the Television Sale Transaction is not completed.

Completion of the Sale Transactions remain subject to customary conditions of closing. Subject to the satisfaction or waiver of such conditions of closing, the Sale Transactions are expected to be completed in the coming days.

Full details of the Sale Transactions, Return of Capital, Dissolution and Delisting are set forth in Circular which was sent to the Shareholders and filed under the Company's issuer profile at the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com.

The Company is also pleased to announce that all other resolutions proposed at the Meeting were duly passed. The number of directors of the Company was fixed at eight and each of the eight nominees proposed by management was elected to serve as a director of the Company to hold office until the close of the next annual meeting of Shareholders or until his or her successor is elected or appointed. Detailed results of the votes are set out below:

Nominee	Votes For		Votes Withheld/Abstain
	Number	Percentage (%)	Number	Percentage (%)
Paul McGowan	68,341,367	99.80	137,810	0.20
Robert Price	68,341,367	99.80	137,810	0.20
Larry Howard	65,992,632	96.37	2,486,535	3.63
Martin Andrew Lyon	68,341,357	99.80	137,810	0.20
Michael Walker	65,992,632	96.37	2,486,535	3.63
Michèle Maheux	68,478,517	100.00	650	0.00
Janet Grove	68,478,517	100.00	650	0.00
Alex Stojanovic	66,129,792	96.57	2,349,375	3.43

 
Conditional on and effective upon the completion of the Television Sale Transaction, the Shareholders also approved to fixing the number of directors of the Company at three (3) and each of the three nominees proposed by management were elected to serve, from the completion of the Television Sale Transaction until the close of the next annual meeting of Shareholders or until their successors are elected or appointed. Detailed results of the votes are as set out below:

Nominee	Votes For		Votes Withheld/Abstain
	Number	Percentage (%)	Number	Percentage (%)
Michèle Maheux	68,478,518	100.00	650	0.00
Alexander Stojanovic	66,129,792	96.57	2,349,375	3.43
Larry Howard	66,129,792	96.57	2,349,375	3.43

 
Shareholders also approved the reappointment of MNP LLP as the Company's auditors for the ensuing year and authorized the directors to fix their remuneration.

About Amcomri Entertainment Inc.

Amcomri Entertainment Inc. (NEO: AMEN) (FSE: 25Y0) (OTC Pink: AMNNF) 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, Amcomri Productions, Appreciated Media Global, Amcomri Productions and Abacus Media Rights.

For further information about Amcomri, see its disclosure documents on SEDAR+ at www.sedarplus.com or visit the company's website at https://amcomrientertainmentinc.com/.

For more information please contact:

Larry Howard
Chief Financial Officer
Email: larry.howard@amcomri.com
Phone: +353-87-686-8255

Forward Looking Statements

This news release includes "forward-looking information" and "forward-looking statements" as such terms are defined under applicable Canadian securities legislation. Forward‐looking information and statements include disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action, and, in certain cases, can be identified by the use of words such as "potential", "propose", "aim", "depend", "seeks", "plans", "expects", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "can", "could", "should", "shall", "would", "might" or "will", or the negative forms of any of these words and other similar expressions. Forward-looking statements in this news release include statements related to: the anticipated benefits (if any) to Shareholders and other stakeholders of the Company, of the Sale Transactions, the Return of Capital, the Dissolution and the completion and timing of the Delisting (including any consideration thereunder, as applicable); the satisfaction of the conditions precedent to the Return of Capital, the Dissolution and the Delisting (in each case, if at all); the timing and consummation of the Return of Capital, the Dissolution and the Delisting (in each case, if at all); the amount of any return or capital or other distribution(s) to Shareholders. There can be no assurance that the proposed Return of Capital, the Dissolution and the Delisting will be completed at all or on the terms and conditions contemplated therein and in this news release. Forward‐looking information and statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking information and statements. Such factors include, but are not limited to, those risks set out in the Circular and risks relating to: the expenses incurred to complete the Return of Capital, the Dissolution and the Delisting; the ability of the Company to pay all liabilities and obligations of the Company, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets. Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward‐looking information. All forward-looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at www.sedarplus.com. The Company disclaims any intention or obligation to update or revise such forward‐looking information, whether as a result of new information, future events or otherwise, except as required by law. Investors are cautioned that, trading in the securities of the Company should be considered highly speculative. For a more detailed discussion of such risks and uncertainties, please see the section entitled "Risk Factors" in the Circular available under the Company's profile on SEDAR+ at http://www.sedarplus.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/221471

FAQ

What major transactions did Amcomri Entertainment (AMNNF) shareholders approve?

Shareholders approved the sale of Amcomri's television and film production and distribution businesses, a return of capital from sale proceeds, voluntary dissolution of the company, and delisting from Cboe Canada Inc.

When are the Amcomri Entertainment (AMNNF) sale transactions expected to close?

The sale transactions are expected to be completed in the coming days, subject to customary closing conditions.

How many directors will Amcomri Entertainment (AMNNF) have after the Television Sale Transaction?

Conditional on the Television Sale Transaction completion, shareholders approved reducing the number of directors from eight to three.

What percentage of Amcomri Entertainment (AMNNF) shares were represented at the shareholder meeting?

Approximately 93.6% of the issued and outstanding shares were represented in person or by proxy at the meeting.