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VANCOUVER, Aug. 3, 2018 /CNW/ - Golden Secret Ventures
Ltd. ("Golden Secret" or the "Company") (TSXV: GGS)
is pleased to announce that it has signed a letter of intent dated
July 27, 2018 (the "LOI) with
Thunderbird Entertainment Inc. ("Thunderbird") to effect a
business combination.
Thunderbird Entertainment is a rapidly growing,
Vancouver-based multiplatform
entertainment company with offices in Los
Angeles, Toronto and
London. Thunderbird creates
award-winning programming for Netflix, Amazon Prime, and other
digital platforms, and for Canadian and International broadcasters
and studios. The demand for original content is exploding globally
with over-the-top (OTT) digital platforms like Netflix, Amazon
Prime, YouTube, Apple and others becoming increasingly dominant
players. It is estimated that the top ten broadcast, cable and
digital outlets spent over $60
billion in non-sports content in 2017 and Thunderbird is a
trusted supplier of content to most of those outlets. By gaining
access to public markets and new sources of capital, Thunderbird
will be able to significantly ramp up its ability to acquire unique
and important intellectual property and create compelling
content for multiple platforms.
Originally formed in 2003 by Tim
Gamble, Thunderbird has an extensive history of scripted
television production in the drama, science fiction and comedy
genres, including most recently, the #1 Canadian comedy Kim's
Convenience which airs on CBC and Netflix. Frank Giustra became the Company's largest
shareholder in 2010 when Thunderbird acquired 50% of the future
intellectual property rights associated with the Blade
Runner movie franchise. This ultimately led to release of
Blade Runner 2049, starring Ryan Gosling and Harrison Ford, by Alcon Entertainment in
2017.
Thunderbird has continued on an aggressive growth path in recent
years and has supplemented its organic growth through a number of
selective corporate acquisitions including Great Pacific Media
(factual television) and Atomic Cartoons (animated film and
television). Great Pacific produces a variety of lifestyle series,
as well as ratings juggernauts Highway Thru Hell and
Heavy Rescue: 401. Thunderbird acquired Atomic Cartoons and
immediately produced the animated Netflix original
series Beat Bugs, featuring reimagined songs from the
Beatles catalogue sung by the some of the biggest recording artists
of today including Sia, Eddie
Vedder, Pink and more.
On a consolidated basis, for the 9 months ended March 31, 2018 Thunderbird generated (unaudited)
revenues of $131 million, net income
of $3.7 million and adjusted EBITDA
of $8.3 million. The current
production slate for the Thunderbird group of companies includes
roughly 20 projects with aggregate budgets well in excess of
$150,000,000. Upcoming projects span
a variety of genres and include the factual series High Arctic
Haulers for the CBC and the Netflix original animated series
The Last Kids on Earth, based on the New York Times bestselling book series.
The Board of
Directors of the resulting public company will
be comprised of nominees of Thunderbird. Thunderbird's current
Board of Directors and senior management team, have extensive
experience and have enjoyed tremendous success in virtually all
aspects of media, production, broadcasting and finance.
"Taking Thunderbird public will allow the company to continue
building its reputation as one of the world's fastest growing
production studios, with a strategy of creating quality content
that has both national and international reach," said Jennifer Twiner McCarron, Chief Executive
Officer of Thunderbird. "We are delighted the world will be able to
invest in Thunderbird, its talent and our expanding content
library."
For further information on Thunderbird, go to
www.thunderbird.tv.
The LOI sets out the principal terms and conditions upon which
Golden Secret and Thunderbird will complete a business combination
(the "Transaction") pursuant to which Golden Secret will acquire
100% of the shares of Thunderbird via a reverse take-over. The
shareholders of Thunderbird will become shareholders of Golden
Secret, a publicly traded company listed on the TSX Venture
Exchange (the "TSX-V"). The resulting company after completion of
the Transaction (the "Resulting Issuer") will carry on the current
business of Thunderbird. Closing of the Transaction is subject to,
among other things, approval of the shareholders of Thunderbird by
special resolution, acceptance for filing of the TSX-V and
completion of a Financing (defined below). Subject to the receipt
of all necessary regulatory and shareholder approvals, closing (the
"Closing") of the Transaction is expected to occur by October 1, 2018.
The Transaction will be effected by way of a "three-cornered"
amalgamation under which securityholders of Thunderbird will
exchange their securities of Thunderbird for securities of Golden
Secret. Prior to effecting the share exchange, Golden Secret will
consolidate its issued and outstanding common shares on a 10:1
basis (the "Consolidation"). Shareholders of Thunderbird will be
issued an aggregate of up to 37,404,118 post-Consolidation common
shares and up to 1,054,000 preferred shares of Golden Secret
convertible into up to 351,333 post-Consolidation common shares of
Golden Secret. On completion of the Transaction, Thunderbird will
be a wholly-owned subsidiary of the Resulting Issuer. On Closing,
the name of Golden Secret will be changed to Thunderbird's current
name or another name acceptable to Thunderbird.
All options entitling holders to acquire common shares of
Thunderbird will be exchanged for options of the Resulting Issuer
on a one for one basis. A finder's fee of up to 188,777
post-Consolidation common shares is payable on Closing of the
Transaction.
Golden Secret will be seeking an exemption from the sponsorship
requirements of the TSX-V pursuant to the provisions of section
3.4(a)(ii) of TSX-V Policy 2.2. Pursuant to TSX-V Policy 5.2,
Golden Secret will not be obtaining shareholder approval of the
Transaction on the basis that it is without active operations, its
assets consist solely of cash and shareholder approval is not
required under applicable corporate or securities laws.
Proposed Financing
Thunderbird will complete a brokered private placement financing
(the "Financing") of up to 5,000,000 subscription receipts
("Subscription Receipts") at a price of $2.00 per Subscription Receipt for aggregate
gross proceeds of up to $10,000,000.
Each Subscription Receipt will be exchangeable for one
post-Consolidation common share of the Resulting Issuer on Closing
of the Transaction. Canaccord Genuity Corporation ("Canaccord
Genuity") has agreed to act as agent under the Financing and
will be paid a cash commission equal to 7% of the gross proceeds
raised, a corporate finance fee of $150,000 and agent's warrants (the "Agent's
Warrants") entitling it to purchase that number of
post-Consolidation common shares as is equal to 7% of the number of
Subscription Receipts sold under the Financing. The cash commission
and Agent's Warrants will be reduced to 2% each for subscribers on
the president's list. Canaccord Genuity will also be granted an
option the (the "Over-Allotment Option") entitling it to
place up to an additional 15% of the number of Subscription
Receipts for additional aggregate gross proceeds of up to
$1,500,000.
Pro Forma Share Capital
Assuming the sale of all 5,000,000 Subscription Reciepts, it is
anticipated that, on Closing of the Transaction, there will be
45,922,820 post-Consolidation common shares issued and outstanding
(49,724,154 post-Consolidation common shares on a fully
diluted basis, assuming conversion of the Class A preferred shares
and the exercise of all outstanding options, warrants and
Agent's Warrants, but excluding the Over-Allotment Option).
Frank Giustra currently beneficially
owns, directly or indirectly, or exercises control or direction
over, more than 10% of the issued and outstanding shares of both
Golden Secret and Thunderbird. The only persons expected to
beneficially own, directly or indirectly, or exercise control or
direction over, more than 10% of the issued and outstanding
post-Consolidation common shares are as follows:
Name
|
Number of
Shares
|
Percentage
|
|
|
|
Frank
Giustra
|
7,223,434
|
15.7%
|
|
|
|
Trisec Securities
Inc.
|
4,664,706
|
10.2%
|
It is anticipated that a portion of the issued and outstanding
post-Consolidation common shares of the Resulting Issuer will be
subject to the escrow requirements of the TSX-V.
About Golden Secret
Golden Secret is publicly listed on the TSX-V under the symbol
GGS and its principal business activity is the identification and
evaluation of assets.
The address of the Company's registered and records office is
1500 – 1055 West Georgia St., Vancouver,
BC, V6E 4N7.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation that are not
historical facts. Forward-looking statements involve risks,
uncertainties, and other factors that could cause actual results,
performance, prospects, and opportunities to differ materially from
those expressed or implied by such forward-looking statements.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the terms and conditions
of the proposed Transaction; the Company's objectives, goals or
future plans; the receipt of the requisite approvals with respect
to the Transaction and the business and operations of the Company
following the completion of the Transaction. Forward-looking
statements are necessarily based on a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties and other factors which may cause
actual results and future events to differ materially from those
expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: general business, economic
and social uncertainties; litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments; delay or failure to receive board, shareholder or
regulatory approvals; those additional risks set out in Golden
Secret's public documents filed on SEDAR at www.sedar.com; and
other matters discussed in this news release. Although Golden
Secret believes that the assumptions and factors used in preparing
the forward-looking statements are reasonable, undue reliance
should not be placed on these statements, which only apply as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all.
Except where required by law, Golden Secret and Thunderbird
disclaim any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
Non-IFRS Measures
This news release contains references to certain measures that
do not have a standardized meaning under International Financial
Reporting Standards ("IFRS") as prescribed by the International
Accounting Standards Board and are therefore unlikely to be
comparable to similar measures presented by other companies.
Rather, these measures are provided as additional information to
complement IFRS measures by providing a further understanding of
operations from management's perspective. Accordingly, non-IFRS
measures should not be considered in isolation nor as a substitute
for analysis of financial information reported under IFRS.
Reader Advisory
Completion of the Transaction is subject to a number of
conditions, including but not limited to TSX-V acceptance and
approval by the shareholders of Thunderbird. The Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of Golden Secret should be considered
highly speculative.
The TSX-V has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this press release.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility of the adequacy or accuracy of this release.
SOURCE Golden Secret Ventures Ltd.