Amcomri Entertainment entered into a loan agreement with Oranmore Limited pursuant to which the lender will provide a credit facility of up to $1.25 million to the company for working capital purposes.
Amounts drawn under the credit facility are repayable by the company at any time without penalty and shall become due and payable on Jan. 31, 2024. The company and the lender have agreed that amounts drawn under the credit facility shall bear interest at a rate of 12.0% per annum and shall be secured against the assets of the company. In consideration for the facilitation of the credit facility, the company has also agreed to pay the Lender a one-time arrangement fee of $150,000.
The lender, Oranmore Limited, is an entity beneficially owned and controlled by the company’s chairman, Paul McGowan. The credit facility constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101) because the lender is an entity beneficially owned and controlled by the company’s chairman, Paul McGowan.
In respect of the requirements of MI 61-101, Amcomri has relied on the exemptions from the formal valuation and minority approval requirements set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for facilitation of the Credit Facility does not exceed 25% of the market capitalization of Amcomri.
