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Thunderbird Entertainment Inc. to combine with Golden Secret Ventures Ltd. to create a high impact, public International Media Company

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Thunderbird Entertainment Inc. to combine with Golden Secret Ventures Ltd. to create a high impact, public International Media Company

Canada NewsWire

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VANCOUVER, Aug. 3, 2018 /CNW/ - Golden Secret Ventures Ltd. ("Golden Secret" or the "Company") (TSXV:GGS) is pleased to announce that it has signed a letter of intent dated July 27, 2018 (the "LOI) with Thunderbird Entertainment Inc. ("Thunderbird") to effect a business combination. 

Thunderbird Entertainment is a rapidly growing, Vancouver-based multiplatform entertainment company with offices in Los Angeles, Toronto and London. Thunderbird creates award-winning programming for Netflix, Amazon Prime, and other digital platforms, and for Canadian and International broadcasters and studios. The demand for original content is exploding globally with over-the-top (OTT) digital platforms like Netflix, Amazon Prime, YouTube, Apple and others becoming increasingly dominant players. It is estimated that the top ten broadcast, cable and digital outlets spent over $60 billion in non-sports content in 2017 and Thunderbird is a trusted supplier of content to most of those outlets. By gaining access to public markets and new sources of capital, Thunderbird will be able to significantly ramp up its ability to acquire unique and important intellectual property and create compelling content for multiple platforms. 

Originally formed in 2003 by Tim Gamble, Thunderbird has an extensive history of scripted television production in the drama, science fiction and comedy genres, including most recently, the #1 Canadian comedy Kim's Convenience which airs on CBC and Netflix. Frank Giustra became the Company's largest shareholder in 2010 when Thunderbird acquired 50% of the future intellectual property rights associated with the Blade Runner movie franchise. This ultimately led to release of Blade Runner 2049, starring Ryan Gosling and Harrison Ford, by Alcon Entertainment in 2017.

Thunderbird has continued on an aggressive growth path in recent years and has supplemented its organic growth through a number of selective corporate acquisitions including Great Pacific Media (factual television) and Atomic Cartoons (animated film and television). Great Pacific produces a variety of lifestyle series, as well as ratings juggernauts Highway Thru Hell and Heavy Rescue: 401. Thunderbird acquired Atomic Cartoons and immediately produced the animated Netflix original series Beat Bugs, featuring reimagined songs from the Beatles catalogue sung by the some of the biggest recording artists of today including Sia, Eddie Vedder, Pink and more. 

On a consolidated basis, for the 9 months ended March 31, 2018 Thunderbird generated (unaudited) revenues of $131 million, net income of $3.7 million and adjusted EBITDA of $8.3 million. The current production slate for the Thunderbird group of companies includes roughly 20 projects with aggregate budgets well in excess of $150,000,000. Upcoming projects span a variety of genres and include the factual series High Arctic Haulers for the CBC and the Netflix original animated series The Last Kids on Earth, based on the New York Times bestselling book series.

The Board of Directors of the resulting public company will be comprised of nominees of Thunderbird. Thunderbird's current Board of Directors and senior management team, have extensive experience and have enjoyed tremendous success in virtually all aspects of media, production, broadcasting and finance. 

"Taking Thunderbird public will allow the company to continue building its reputation as one of the world's fastest growing production studios, with a strategy of creating quality content that has both national and international reach," said Jennifer Twiner McCarron, Chief Executive Officer of Thunderbird. "We are delighted the world will be able to invest in Thunderbird, its talent and our expanding content library."

For further information on Thunderbird, go to www.thunderbird.tv.

The LOI sets out the principal terms and conditions upon which Golden Secret and Thunderbird will complete a business combination (the "Transaction") pursuant to which Golden Secret will acquire 100% of the shares of Thunderbird via a reverse take-over. The shareholders of Thunderbird will become shareholders of Golden Secret, a publicly traded company listed on the TSX Venture Exchange (the "TSX-V"). The resulting company after completion of the Transaction (the "Resulting Issuer") will carry on the current business of Thunderbird. Closing of the Transaction is subject to, among other things, approval of the shareholders of Thunderbird by special resolution, acceptance for filing of the TSX-V and completion of a Financing (defined below). Subject to the receipt of all necessary regulatory and shareholder approvals, closing (the "Closing") of the Transaction is expected to occur by October 1, 2018.

The Transaction will be effected by way of a "three-cornered" amalgamation under which securityholders of Thunderbird will exchange their securities of Thunderbird for securities of Golden Secret. Prior to effecting the share exchange, Golden Secret will consolidate its issued and outstanding common shares on a 10:1 basis (the "Consolidation"). Shareholders of Thunderbird will be issued an aggregate of up to 37,404,118 post-Consolidation common shares and up to 1,054,000 preferred shares of Golden Secret convertible into up to 351,333 post-Consolidation common shares of Golden Secret. On completion of the Transaction, Thunderbird will be a wholly-owned subsidiary of the Resulting Issuer. On Closing, the name of Golden Secret will be changed to Thunderbird's current name or another name acceptable to Thunderbird.

All options entitling holders to acquire common shares of Thunderbird will be exchanged for options of the Resulting Issuer on a one for one basis. A finder's fee of up to 188,777 post-Consolidation common shares is payable on Closing of the Transaction.

Golden Secret will be seeking an exemption from the sponsorship requirements of the TSX-V pursuant to the provisions of section 3.4(a)(ii) of TSX-V Policy 2.2. Pursuant to TSX-V Policy 5.2, Golden Secret will not be obtaining shareholder approval of the Transaction on the basis that it is without active operations, its assets consist solely of cash and shareholder approval is not required under applicable corporate or securities laws.

Proposed Financing

Thunderbird will complete a brokered private placement financing (the "Financing") of up to 5,000,000 subscription receipts ("Subscription Receipts") at a price of $2.00 per Subscription Receipt for aggregate gross proceeds of up to $10,000,000. Each Subscription Receipt will be exchangeable for one post-Consolidation common share of the Resulting Issuer on Closing of the Transaction. Canaccord Genuity Corporation ("Canaccord Genuity") has agreed to act as agent under the Financing and will be paid a cash commission equal to 7% of the gross proceeds raised, a corporate finance fee of $150,000 and agent's warrants (the "Agent's Warrants") entitling it to purchase that number of post-Consolidation common shares as is equal to 7% of the number of Subscription Receipts sold under the Financing. The cash commission and Agent's Warrants will be reduced to 2% each for subscribers on the president's list. Canaccord Genuity will also be granted an option the (the "Over-Allotment Option") entitling it to place up to an additional 15% of the number of Subscription Receipts for additional aggregate gross proceeds of up to $1,500,000.

Pro Forma Share Capital

Assuming the sale of all 5,000,000 Subscription Reciepts, it is anticipated that, on Closing of the Transaction, there will be 45,922,820 post-Consolidation common shares issued and outstanding (49,724,154 post-Consolidation common shares on a fully diluted basis, assuming conversion of the Class A preferred shares and the exercise of all outstanding options,  warrants and Agent's Warrants, but excluding the Over-Allotment Option). Frank Giustra currently beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding shares of both Golden Secret and Thunderbird. The only persons expected to beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the issued and outstanding post-Consolidation common shares are as follows:

  Name    

     Number of Shares   

     Percentage 




Frank Giustra

7,223,434

15.7%




Trisec Securities Inc. 

4,664,706

10.2%

 

It is anticipated that a portion of the issued and outstanding post-Consolidation common shares of the Resulting Issuer will be subject to the escrow requirements of the TSX-V.

About Golden Secret

Golden Secret is publicly listed on the TSX-V under the symbol GGS and its principal business activity is the identification and evaluation of assets.

The address of the Company's registered and records office is 1500 – 1055 West Georgia St., Vancouver, BC, V6E 4N7.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms and conditions of the proposed Transaction; the Company's objectives, goals or future plans; the receipt of the requisite approvals with respect to the Transaction and the business and operations of the Company following the completion of the Transaction. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in Golden Secret's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although Golden Secret believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, Golden Secret and Thunderbird disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Non-IFRS Measures

This news release contains references to certain measures that do not have a standardized meaning under International Financial Reporting Standards ("IFRS") as prescribed by the International Accounting Standards Board and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing a further understanding of operations from management's perspective. Accordingly, non-IFRS measures should not be considered in isolation nor as a substitute for analysis of financial information reported under IFRS.

Reader Advisory

Completion of the Transaction is subject to a number of conditions, including but not limited to TSX-V acceptance and approval by the shareholders of Thunderbird. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Golden Secret should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility of the adequacy or accuracy of this release.

SOURCE Golden Secret Ventures Ltd.

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