Disclosure NewswireTMiCrowdNewswire - Oct 4, 2016
Vancouver, British Columbia – Imagination Park Entertainment Inc. (CSE: IP) (OTC: IPNFF) (“Imagination Park” or the “Company”) has amended a binding Letter of Intent (“LOI”) signed with Triton Films Inc. (“Triton”), announced February 9th, 2016.
Pursuant to the LOI, Imagination Park has the option to acquire varying percentages of Triton’s interest in up to 6 feature film projects (the “Options”). The full percentage of Triton’s interest that Imagination Park may acquire in each of the feature film projects is between 37.5% and 50%. Imagination Park has also secured a right of first refusal to purchase Triton’s remaining interest in any of the 6 feature films should Triton wish to sell its interest at any time to a 3rd party that does not include a partnering film financier, production studio, sales or distribution agent, or similar.
The initial option exercise will now reflect the following amended terms:
Form of Payment
Percentage of Triton’s Interest In A Feature Film Project Acquired by Imagination Park from Triton
40% of Film 1
12.5% of Film 2
25% of Film 3
17.5% of Film 4
12.5% of Film 5
In addition, Gabriel Napora will receive 10 producer’s points in a 6th feature film project and he has agreed to assign them to Triton. Imagination Park has the amended right to acquire up to 50% of Triton’s producer’s points by issuing an equivalent of $52,500 payable in common shares of the Company to Triton.
Subsequent to these mutually agreed amendments, Imagination Park hereby announces that it is exercising its initial option to acquire its respective initial interests in these 6 films granted in the LOI, effective as of today’s date, and based upon the last closing price of the Company’s shares, for total consideration of $172,500 payable as 2,300,000 common shares of the Company, issued at a deemed conversion price of $0.075 per share, in accordance with CSE policies.
Further, the LOI announced with Triton on February 9th, 2016, stipulates the Company was required to complete a financing for minimum net proceeds of CAD $250,000 on or before July 15, 2016, or Imagination Park would be required to issue to Triton a penalty payment equal to CAD $25,000 for the delay. The Company acknowledges that this condition was not met in the agreed upon timeframe and will therefore now pay Triton $25,000, issued as 250,000 common shares of the Company at a deemed conversion price of $0.10 per share.
Related Party Transactions
Triton is owned by Gabriel Napora, a Director of Imagination Park, therefore, this agreement constitutes a related party transaction. Imagination Park will obtain minority shareholder approval if required to do by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The initial exercise of the Options will not require shareholder approval but if Imagination Park is required to issue securities or pay a sum of money that would result in the fair market value of the transaction being more than 25% of Imagination Park’s market capitalization, then Imagination Park will be required to obtain approval from the majority of its minority shareholders. There can be no assurance that the majority of the minority shareholders will approve the transaction.
The completion of the full acquisition of Triton’s interests in the feature film projects is subject to a number of conditions, including the payment of cash and/or the issuance of common shares upon the occurrence of certain milestones. Imagination Park is not obliged to acquire the percentages of Triton’s interest in the 6 feature film projects outlined above. Furthermore, there is no guarantee that any of the feature film projects will be completed.
(For more information on Triton’s ownership and the full option terms associated with each film project, please review the full LOI on Imagination Park’s SEDAR profile at www.sedar.com or visit the project ownership summary on the Company’s website at www.imaginationpark.com).
Bonus Success Fee
Imagination Park has agreed to pay McMillan Strategies a bonus success fee equal to 5% of the value of each of the options which are exercised pursuant to the LOI. The bonus success fee is payable by Imagination Park to McMillan Strategies on a pro-rata basis as each portion of each of the Options is exercised by Imagination Park. Imagination Park will make the payments either in cash or by issuing common shares. The initial payments made to McMillan Strategies upon the execution of the acquisitions mentioned above will be paid in shares converted at a price equal to the conversion price of the Option share issuance.
The Company has also entered into a debt conversion agreement with a creditor in order to settle $37,800 in outstanding debt through the issuance of 378,000 Imagination Park common shares at a deemed price of $0.10 per common share (the “Debt Conversion”).
Colin Wiebe, Chairman and Director of Imagination Park comments, “We are realizing great interest in our growing feature film project portfolio, and are pleased to execute these initial options with Triton to bring these projects to life.”
Gabriel Napora, CEO and Director of Imagination Park comments, “We have a large and growing slate of outstanding feature film projects, the quality of which we are just beginning to share. I am pleased we are now beginning to execute the initial option payments for Imagination Park to earn its initial interests in these films and look forward to advancing these projects in a timely and professional fashion, in the best interests of all of our shareholders.”
About Imagination Park
Imagination Park is an emerging digital content production company, working with talented filmmakers around the world to bring conventional as well as virtual reality content to life.
ON BEHALF OF THE BOARD,
CEO & Director
The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release. This press release may include ‘forward-looking information’ within the meaning of Canadian securities legislation, concerning the business of the Company. The forward looking information is based on certain key expectations and assumptions made by Imagination Park’s management. Although Imagination Park believes that the expectations and assumptions on which such forward- looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Imagination Park can give no assurance that it will prove to be correct. These forward-looking statements are made as of the date of this press release, and Imagination Park disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.