Westshire Capital II Corp. Announces Completion of Qualifying Transaction and Concurrent Private Placements
April 2, 2018
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Richmond, British Columbia (FSCwire) - Westshire Capital II Corp. (“Westshire II”) (TSXV: WSH.P) is pleased to announce the completion of its previously announced “Qualifying Transaction” within the meaning of Policy 2.4 of the TSX Venture Exchange Inc. (the “Exchange”), effected through a three-cornered amalgamation (the “Amalgamation”) under the amalgamation agreement dated November 17, 2017 (the “Amalgamation Agreement”) between Westshire II, The Wonderfilm Media Corporation (“Wonderfilm”) and 1141596 B.C. Ltd. (“Newco”), whereby, effective March 26, 2018, Wonderfilm and Newco amalgamated to form Amalco pursuant to the Business Corporations Act (British Columbia) (the “Act”), and, shortly thereafter, Westshire II completed a vertical amalgamation with Amalco to form the Resulting Issuer under the Act, as more particularly described in Westshire II’s filing statement dated March 1, 2018 (the “Filing Statement”), which is available under Westshire II’s SEDAR profile at Pursuant to the Amalgamation Agreement, immediately prior to the Amalgamation, Westshire II completed a share consolidation on the basis of one (1) pre-consolidation common share for every four (4) pre-consolidation common shares (the “Westshire Consolidation”) and Wonderfilm completed a stock split on the basis of 1.33 post-stock split common shares for every 1 pre-stock split common share (the “Wonderfilm Stock Split”). Following the completion of the Westshire Consolidation and the Wonderfilm Stock Split, the shareholders of Wonderfilm were issued one post-Westshire Consolidation common share of Westshire II for every one post-Wonderfilm Stock Split common share held immediately prior to the competition of the Amalgamation.

Concurrent Brokered Private Placement

Concurrent with the closing of the Qualifying Transaction, Westshire II closed its previously announced brokered private placement (the “Private Placement”) for total gross proceeds of $500,000 involving the issue and sale of 1,000,000 common shares of Westshire II (the “Westshire II Shares”) at an issue price of $0.50 per Westshire II Share.

Pursuant to the agency agreement dated March 26, 2018 (the “Agency Agreement”), Mackie Research Capital Corporation (the “Agent”) acted as agent in connection with the Private Placement. Upon closing of the Private Placement, in consideration for services provided in connection therewith, Westshire II paid a cash commission to the Agent of $13,000 and issued the Agent’s options entitling the Agent and its sub-agents to acquire up to 26,000 Westshire II Shares, on a post-Amalgamation basis, on or before 24 months from the closing date of the Private Placement.

All securities issued pursuant to the Private Placement will be subject to a 4-month statutory hold until July 27, 2018.

Concurrent Non-Brokered Private Placement

Concurrent with the closing of the Qualifying Transaction, Wonderfilm closed its previously announced non-brokered financing for total gross proceeds of $499,765 involving the issue and sale of 999,530 common shares of Wonderfilm (the “Wonderfilm Shares”) at an issue price of $0.50 per Wonderfilm Share. Upon the completion of the Amalgamation, these 999,530 Wonderfilm Shares were exchanged for 999,530 common shares of the Resulting Issuer.

The proceeds of the brokered and non-brokered private placements will be used to fund the Resulting Issuer’s capital program, as well as for general corporate and working capital purposes.

Following the completion of the Qualifying Transaction including the above private placements, the Resulting Issuer now has 12,587,755 common shares issued and outstanding, of which 5,384,341 common shares will be held and released pursuant to a Value Security Escrow Agreement and an additional 500,000 common shares will be held and released pursuant to the original CPC Escrow Agreement. Furthermore, an aggregate of 7,473,935 common shares have been issued pursuant to a performance escrow agreement with certain principals of the Resulting Issuer. A summary of terms of the performance escrow agreement is disclosed in the Filing Statement.

Board of Directors and Management

Following the completion of the Qualifying Transaction, the board of directors of the Resulting Issuer consists of Kirk Shaw, Norman Tsui, Dennis L. Nerland, and Szu Min (Jasmine) Chiu. The management team of the Resulting Issuer consists of Kirk Shaw (Chief Executive Officer), Norman Tsui (Executive Vice-President), Alan Tam (Chief Financial Officer), and Mouane Sengsavang (Corporate Secretary).

Summaries of the biographies for all of the directors and executive management of the Resulting Issuer are set out in the Filing Statement and in the comprehensive news release dated November 27, 2017.

Name Change and Stock Symbol Change

In connection with the completion of the Qualifying Transaction, Westshire II will graduate from being a Capital Pool Company to a Tier-2 industrial issuer and has effected the change of the name to “The Wonderfilm Media Corporation” to more appropriately reflect its going-forward business and operations.

In connection with the completion of the Qualifying Transaction, the common shares of the Resulting Issuer will be traded under the new symbol “WNDR” effective April 2, 2018 without the “.P” designation in accordance with the policies of the Exchange. The Final Exchange Bulletin will evidence the final Exchange Acceptance and confirm the Completion of the Qualifying Transaction.

About Wonderfilm

The Wonderfilm Media Corporation is a Vancouver, BC, Canada based film and television media production packager with a satellite office in Los Angeles, US. Wonderfilm’s core business is producing independent films and made-for-television movies for global business to business distribution. Wonderfilm has focused on establishing itself as a reliable supplier of television content and independent films to domestic and international buyers. Wonderfilm’s content development is geared toward lower risk commercial productions that are able to access tax incentives, with known bankable accounts receivables. Wonderfilm generates profit primarily from four revenue streams, consisting of production packaging fees, short-term bridge production financing fees, television and independent film sales including sales overages, and re-licensing of acquired content.

Neither the 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.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Westshire II’s current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the Exchange will not provide final approval of the Qualifying Transaction or the private placements. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Westshire II. Material factors and assumptions in this press release include the ability of Westshire II to meet the conditions set out in the Exchange’s conditional approval letter and the satisfaction of all conditions to the Qualifying Transaction as contained in the Amalgamation Agreement and as imposed by regulatory authorities. Westshire II cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and Westshire II is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Further Information

For further information, please contact:

Norman Tsui
Westshire Capital II Corp., President and Chief Executive Officer
Telephone: (604) 638-4890

Kirk Shaw
The Wonderfilm Media Corporation, Chief Executive Officer
Telephone: (604) 638-4890

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