The Wonderfilm Media Corporation
Wonderfilm Media Reports Unauthorized Promotional Activity
Thursday, August 8, 2019 4:15 PM
VANCOUVER, BC / ACCESSWIRE / August 8, 2019 / The Wonderfilm Media Corporation (TSXV:WNDR)(OTC:WDRFF), (“Wonderfilm” or the “Company”) today announced that it was made aware of promotional activity in relation to the Company’s common stock. As required by the OTCQB Policy on Stock Promotion the Company announces that:
1.a) The Company became aware of the promotional activity when it was contacted by the OTCQB on August 6, 2019.
1.b) As a result of the promotional activities the trading price of the Company’s common stock on the OTCQB had fluctuated from an opening price USD$0.165 to a high of USD$0.21 and closing at USD$0.15.
1.c) The promotion was in the form of a mass e-mail stock picking recommendations from Stock Wire News and Small Cap Firm on August 6, 2019.
2. The Company and its officers had no knowledge of, were not involved in, directly or indirectly, with the creation, distribution or payment of promotional activities.
3. The Company has reviewed the statements in the promotional material and confirm they are materially correct with the following exceptions:
In a summary of statements made by Stock Wire News “*WDRFF* Hits New 3-Month High Today With Approx. 41% Intraday Move!”, the Company would correctly state that all activities related to Dr. Bruno Wu, Grapevine Logic Inc. and Starbury Sports are subject to a number of closing conditions as stated pursuant to the Company’s press release dated April 10, 2019. Such conditions include; completion of the Private Placement; and receipt of all required regulatory, corporate and third party approvals and fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction, including approvals by the TSXV as the proposed transaction may be a “Reviewable Transaction” under Policy 5.3 “Acquisitions and Dispositions on Non-Cash Assets” of the TSXV. As a result of such conditions, there can be no assurance that the Transaction will be completed as proposed or at all. No finder’s fee will be paid on the Transaction.
In the statement made by Small Cap Firm “Tuesday Alert: The Wonderfilm Media Corporation (OTCQB: WDRFF) Shows Explosive Upside Potential (Possible 221% Upside In Play)”, the Company would correctly state that all activities related to Dr. Bruno Wu, Grapevine Logic Inc. and Starbury Sports are subject to a number of closing conditions as stated pursuant to the Company’s press release dated April 10, 2019. Such conditions include; completion of the Private Placement; majority consent approval of the shareholders of Wonderfilm; and receipt of all required regulatory, corporate and third party approvals and fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction, including approvals by the TSXV as the proposed transaction may be a “Reviewable Transaction” under Policy 5.3 “Acquisitions and Dispositions on Non-Cash Assets” of the TSXV. As a result of such conditions, there can be no assurance that the Transaction will be completed as proposed or at all. No finder’s fee will be paid on the Transaction.
4. After an investigation by management, the Company confirms that to its knowledge, none of its directors, officers, control persons, controlling shareholders or any third party service providers have directly or indirectly been involved in any way with the creation, distribution, or payment of the promotional materials related to the Company or its security.
5. After an investigation by management and except for the transaction listed below, none of its directors, officers, control persons and controlling shareholders or any third party service providers have sold or purchased the Company’s securities within the past 90 days.
The Chief Financial Officer, Mr. Alan Tam bought 3,500 shares of the Company, in the open market on June 6, 2019 at a price of CAD$0.24 per share.
6. In the last 12 months, the Company has accepted and engaged the services of the following for investor relations, public relations, marketing, social media and other related services:
- Resources Unlimited NW LLC.
- Debbie Biery
- Market One Media Group
- Investing News Network
- Fundamental Research Corp.
- Stuart Gray
- Thesis Capital Inc.
7. The Company has not at any point, issued shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate, except for the issuances described below.
On August 17, 2018, the Company issued 1,134,400 common at a subscription price of CAD$0.50 per share. The news release announcing the private placement was disseminated on August 16, 2018. The last closing price prior to the news release announcing the private placement was CAD$0.53.
On October 4, 2018, the Company issued 2,539,325 Units at a subscription price of CAD$0.55 per Unit. Each Unit consists of one common share and one-half non-transferable common share purchase warrant. Each warrant exercise price was originally issued at CAD$0.75 but was subsequently amended on May 3, 2019 to CAD$0.50. The news release announcing the private placement was disseminated on October 1, 2018. The last closing price prior to the news release was CAD$0.60.
On July 25, 2019, the Company announced a Canadian Debenture Financing up to the aggregate principal amount of CAD$1 million. The proposed Debentures are convertible at a conversion price of CAD$0.20 per share, representing a discount to the closing trading price of the Shares on the day prior to the announcement. The proposed debenture mature three (3) years from the date of the closing of the financing and bear interest at a rate of 8% per annum, payable quarterly. As of the date of this news release, the Canadian Debenture Financing has not closed and no debentures have been issued.
ABOUT WONDERFILM MEDIA
Wonderfilm is a leading publicly traded (TSX Venture Exchange) entertainment company with offices in Beverly Hills, United States and Vancouver, Canada. Wonderfilm’s main business is the production of high-quality feature films and episodic television that offer international appeal through the Company’s guiding philosophy of bringing new financing solutions to an entertainment industry increasingly looking for funding and co-production alternatives. Wonderfilm is a producer and distributor only for the projects disclosed. The legal ownership of movie productions is held in a special purpose legal entity held at arm’s length to the Company to facilitate for the qualification of various levels of domestic and foreign government tax credit incentives that are customary in the film and production business.
This press release contains forward-looking statements that are subject to substantial risks, uncertainties and assumptions. All statements other than statements of historical fact contained in this press release are forward-looking statements. These statements often include words such as “believe”, “expect,” “target,” “anticipate,” “forecast,” “intend,” “plan,” “projects,” “seek,” “will,” “may” or similar expressions. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Wonderfilm’s control and Wonderfilm’s actual results could well differ materially from those stated or implied in forward-looking statements due to many various factors.
Although Wonderfilm believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur. The timing of events and circumstances and actual results could differ materially from those projected in the forward-looking statements. Accordingly, one should not place undue reliance on forward-looking statements. All such reflect the date made only.
Wonderfilm undertakes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further details, please see the Company’s documents filed on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
Neither the TSX Venture Exchange Inc. (“Exchange”) nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
For further information:
Wonderfilm Investor Relations
SOURCE: The Wonderfilm Media Corporation