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     930  0 Kommentare Galleria Opportunities to Complete RTO With QYOU Media and Raise $4 Million

    CALGARY, ALBERTA--(Marketwired - Feb. 17, 2017) -

    NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

    Galleria Opportunities Ltd. ("Galleria" or the "Corporation") (NEX:GOI.H) announces an update to its proposed transaction involving a business combination with QYOU Media Inc. ("QYOU"). QYOU is a private Ontario media company whose principal business is based in Dublin, Ireland and holds a license to broadcast its linear Pay TV channel. QYOU is the world's first entertainment company focused on the curation and programming of short-form video content for the TV Everywhere age. It delivers linear and on-demand TV channels, playlist-driven mobile apps, custom shows, and influencer marketing support to TV operators, mobile carriers and subscription video service providers worldwide.

    Galleria is pleased to announce that further to the letter of intent entered into with QYOU dated November 2, 2015, it has entered into an amalgamation agreement dated effective February 13, 2017 among Galleria, a wholly-owned subsidiary of Galleria and QYOU, pursuant to which the parties intend to complete a reverse takeover of Galleria (the "Transaction") by way of a three-cornered amalgamation (Galleria following completion of the Transaction being referred to herein as the "Resulting Issuer").

    Pursuant to the Transaction, each issued and outstanding common share of QYOU (the "QYOU Common Shares") will be exchanged for 0.92 of a common share of Galleria (post-Consolidation (as defined below)) ("Resulting Issuer Shares") with a deemed value of $0.50 per share. As a result, 52,412,836 QYOU Common Shares will be exchanged for 48,219,809 Resulting Issuer Shares. The Resulting Issuer Shares to be issued in exchange for each of the QYOU Common Shares outstanding will be subject to contractual resale restrictions such that only 10% thereof may be sold after 45 days from the date the Resulting Issuer Shares commence trading (the "Listing Date") on the TSX Venture Exchange ("Exchange"), and additional amounts of 30% may be released after 6, 12, and 18 months respectively after the Listing Date, subject to earlier releases (subject to regulatory approval) as the Resulting Issuer and Dominick (as defined below) may determine. The remaining securities of QYOU will be exchanged on a one for one basis such that: (i) 14,082,294 existing common share purchase warrants of QYOU will be exchanged for 14,082,294 post-Consolidation common share purchase warrants of the Resulting Issuer ("Resulting Issuer Warrants") at an average exercise price of $0.75 per share; and (ii) 1,182,190 compensation options of QYOU will be exchanged for 1,182,190 post-Consolidation compensation options of the Resulting Issuer at an average exercise price of $0.50 per share.

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    Galleria Opportunities to Complete RTO With QYOU Media and Raise $4 Million CALGARY, ALBERTA--(Marketwired - Feb. 17, 2017) - NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES. Galleria …