WOW Unlimited Media Inc. Announces Closing of First Tranche of Non-brokered Private Placement of Unsecured Convertible Debentures - Seite 2

The Company has received irrevocable subscriptions for 2,061 Debentures to be issued pursuant to the second tranche of the Offering (the “Second Tranche”), the closing of which the Company anticipates to be completed immediately following the maturity of the Existing Debentures (as defined herein). The investors subscribing for Debentures in the Second Tranche are fully comprised of holders of the Company’s existing convertible debentures which mature on December 14, 2020 (the “Existing Debentures”). Holders of Existing Debentures who participate in the Second Tranche may set-off any amounts to which they are entitled on the maturity date of the Existing Debentures against amounts otherwise payable in connection with their subscription for Debentures under the Offering.

The net proceeds from both the First Tranche Closing and the Second Tranche will be used first, to pay down the Existing Debentures of $4,300,000; and secondly, for general working capital purposes.

In connection with the First Tranche Closing, the Company will pay aggregate finders’ fees of $10,000.

Related Party Transactions

The Offering constitutes a “related party transaction” within the meaning of TSX Venture Exchange (the “TSXV”) Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as certain insiders of the Company subscribed for an aggregate of $446,000 principal amount of Debentures under the First Tranche Closing and have agreed to subscribe for an aggregate $1,161,000 principal amount of Debentures under the Second Tranche. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves related parties, is more than 25% of the Company's market capitalization (as determined under MI 61-101). The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the First Tranche Closing as participation of the insiders had not been confirmed at that time. Directors of the Company who participated in the Offering, were required to disclose their interest in the Offering and abstain from voting on the approval of the Offering.