/NOT FOR DISTRIBUTION TO
The Term Loan will bear interest at 16% per annum and mature on the 4th anniversary of the closing date of the Term Loan. Interest is payable on a quarterly basis, with the principal payable upon maturity. Ten million (US
The Term Loan will be secured by a perfected, sole first-priority security interest in all tangible and intangible assets of the Company and its Canadian and
In connection with the Term Loan the Company will issue MEP a share purchase warrant (a "Warrant") to purchase in aggregate that number of Subordinate Voting Shares that is equal to 2% of the Company's fully diluted Subordinate Voting Shares as determined on the "Warrant Share Calculation Date" (see further details below), provided that MEP shall not be permitted to exercise this Warrant to acquire beneficial ownership of, or control or direction over, securities of the Company carrying more than 9.9% of voting rights attached to the Company's outstanding voting securities. The Warrant Share Calculation Date is (a) the date MEP determines to exercise the Warrants; (b) the date of conversion of the first of the Company's securities convertible into Subordinate Voting Shares on a non-fixed price basis that results in one percent (1.0%) or more of such Subordinated Voting Shares being issued and outstanding on a fully-diluted basis, and (c) the closing date of the Company's next equity financing for not less than
MEP and the Company negotiated the Term Loan and the Warrant at arm's length.
Closing of the Term Loan, including issuance of the Warrant, is subject to, among other things, the completion of due diligence and definitive agreements, as well as conditional approval of the
As at the date of this press release, the Company has 33,269,751 shares outstanding on a fully diluted basis. If the Warrant Share Calculation Date was the date of this press release, then upon full exercise of the Warrants, MEP would be entitled to receive 665,395 Subordinate Voting Shares in aggregate upon full exercise of the Warrants. Of our current issued and outstanding shares, this is 3.1%. If the Company's outstanding shares on a fully diluted basis were to increase to 5 times the current number as at the Warrant Share Calculation Date, then the Company would have 166,348,755 shares outstanding on a fully diluted basis and MEP would be entitled, upon full exercise of the Warrants, to receive 3,326,975 Subordinate Voting Shares, which is 15.5% of our current outstanding shares. As at the date of this press release, the Company has a combined total of 21,484,238 Subordinate Voting Shares and Multiple Voting Shares outstanding, of which 25% is 5,371,059. For this scenario, the Company's fully diluted Subordinate Voting Shares on the Warrant Share Calculation Date would need to be 268,552,950 shares.
To the Company's knowledge, no person other than the Company's founder and CEO, holds more than 10% of the Company's outstanding securities. As of the date of this news release, the CEO holds, directly or indirectly, 6,408,505 (100%) Multiple Voting Shares and 587,104 (3.89%) Subordinate Voting Shares, for a total of 6,995,609 shares, which is 32.56% of the Company's total issued and outstanding shares and represents 81.7% of the total votes which may be cast by all shareholders. The issuance of Subordinate Voting Shares to MEP upon exercise of the Warrants will not affect control of the Company.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in
For more information visit www.the
The Company is a global media and technology company headquartered in
[1] Calculations and classifications made by the Company based on data from Comscore's "Top 12 Countries =
Links to SEDAR filings, conference call recordings and press releases are available on the investor website at: https://investors.the Company.com/
For further information please contact:
Media Relations: pr@bbtv.com
Investor Relations: ir@bbtv.com
This press release contains "forward–looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking information"). Forward-looking information is not information about historical facts but instead represents the Company's intentions, beliefs, plans, goals, objectives and strategies regarding future events and results. Forward-looking information contained in this press release includes, without limitation, the terms of the Term Loan and the Warrant, statements that the Term Loan will close, and the Company will issue MEP the Promissory Note and Warrants; the use of proceeds of the Term Loan, the Note will bear interest at 16% per annum and mature on the 4th anniversary of the closing date of the Term Loan, and the Company will pay interest on a quarterly basis; the Company will meet the Performance Target; the Term Loan will be secured; that the Warrants will entitle MEP to purchase in aggregate that number of Subordinate Voting Shares that is equal to 2% of the Company's fully diluted Subordinate Voting Shares as determined on the Warrant Share Calculation Date; the three scenarios for possible share issuances if the Warrant Share Calculation Date was the date of this press release, if the Company's outstanding shares on a fully diluted basis were to increase to 5 times the current number as at the Warrant Share Calculation Date, and if MEP were to receive 25% of the current outstanding shares; calculations of the CEO's holdings the event the Warrant is exercised immediately upon Closing of the Term Loan; the Warrant issuance not affecting control of the Company; the Company will receive approval of the TSX; and the Company's intent to use the proceeds of the Term Loan for working capital and to pay-out the Company's CAD overdraft facility with a Canadian chartered bank.
Forward-looking information is subject to known and unknown risks, uncertainties, and other factors, many of which are beyond the Company's control, that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk that the Company's assumptions on which its forward-looking information is based may not be accurate. The terms of the Term Loan and the Warrants are subject to change as the parties negotiate the definitive documents. The closing of the Term Loan and the issuance of the Warrant will be subject to the satisfaction of certain conditions including, but not limited to, the receipt of all necessary approvals, the completion of an intercreditor agreement with
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