Westshire Capital II Corp. Announces Letter of Intent to Complete a Business Combination with The Wonderfilm Media Corporation

RICHMOND, BC / ACCESSWIRE / August 28, 2017 / Westshire Capital II Corp. (“Westshire II”) (TSX-V: WSH.P), a capital pool company, is pleased to announce that it has entered into a non-binding letter of intent dated August 22, 2017, with The Wonderfilm Media Corporation (“Wonderfilm”) to complete a business combination whereby Wonderfilm would amalgamate with a wholly-owned subsidiary of Westshire II, which would in turn complete a short-form vertical amalgamation with Westshire II, and continue as one corporation to carry on the business of Wonderfilm (the “Transaction”). As a condition of the Transaction, Westshire II would complete a share consolidation on the basis of one (1) post-consolidated common share for every four (4) pre-consolidated common shares, and Wonderfilm would complete a forward stock split on the basis of 1.33 post-split common shares for every one (1) pre-split common share. In connection with the Transaction, Wonderfilm will receive 8,920,975 common shares of Westshire II at a deemed price per share of $0.50, for aggregate consideration of $4,460,488. The sole control person of Wonderfilm is Kirk Shaw, who will hold approximately 3,836,385 common shares of Westshire II after the Transaction. The Transaction is intended to constitute Westshire II’s “Qualifying Transaction” as defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”), but would not constitute a “Non-Arm’s Length Qualifying Transaction” as defined in that policy. As such, the Transaction will not require approval from the shareholders of Westshire II.

The Transaction is subject to a number of significant conditions including, but not limited to: (a) the negotiation of a definitive agreement in respect of the Transaction; (b) the receipt of Exchange approval of the Transaction; (c) the completion of a brokered private placement by Westshire II of common shares at a price of $0.50 per share for gross proceeds of not less than $500,000 and not more than $1,500,000; and (d) receipt of Wonderfilm shareholder approval. The Exchange also requires the Transaction to be sponsored by a participating organization of the Exchange. Westshire II intends to apply to the Exchange for an exemption from the sponsorship requirement. However, there is no assurance that an exemption will be granted.

Trading in the Westshire II common shares is currently halted. Trading will remain halted until certain conditions of the Exchange have been satisfied. Subject to the approval of the Exchange, the intent of the parties is for the resulting issuer to be listed on the Exchange immediately following completion of the Transaction, within the Exchange’s “Industrial” industry segment.

Further details on the Transaction will be announced in due course. Specifically, Westshire II will prepare and disseminate a subsequent news release of information regarding summary financial information on Wonderfilm and information on the brokered private placement with respect to the use of proceeds and agent’s compensation. It is anticipated that the resulting issuer would have the directors and officers listed in this press release under the heading “About the Resulting Issuer”.

About Wonderfilm

Wonderfilm, a company incorporated in the province of British Columbia, was founded in 2014 and is a worldwide film and television media production packager with a satellite office in Los Angeles. 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, international, and United States buyers. Wonderfilm’s content development is geared toward low 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 future re-licensing of acquired content.

The management and production team of Wonderfilm includes Kirk Shaw (Chief Executive Officer), Jeffrey Bowler (Producer Partner), A&B Saxon (Producer Partners) and Dan Grodnik (Producer Partner). All members of the management and production team bring tremendous experience in the film industry.

About Westshire II

Westshire II is a newly formed capital pool company created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the policies of the Exchange, until the completion of a “Qualifying Transaction”, Westshire II will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a “Qualifying Transaction”.

About the Resulting Issuer

It is anticipated that the resulting issuer would carry on the current business of Wonderfilm and have the following directors and officers:

Kirk Shaw, Chief Executive Officer, Director, and Control Person: Kirk Shaw has produced over 230 movies, becoming North America’s second most prolific film producer in history. Best known for his production packaging and financing prowess, over his 30-year career Mr. Shaw has contributed his talents to many U.S. television series and feature films, including the Oscar winning, “The Hurt Locker.” Mr. Shaw has worked with all major studios, plus notable stars such as Charlize Theron, Woody Harrelson, Kim Basinger, John Cusack, Ray Liotta and Cuba Gooding Jr. As CEO of Wonderfilm, Kirk Shaw remains on the cutting edge of industry trends, actively shaping Wonderfilm’s financing and production packaging model to meet the demands of a fast-changing industry. Mr. Shaw’s experience with public companies can be summarized as follows: from 2016 to present: CEO of Wonderfilm; from 2014 to present: director of Bearing Lithium Corp., in 2017: director of Totally Hip Technologies Inc.; from 2009 to present: CEO of Raintower Films/Odyssey Media Inc.; from 1996 to present: CEO of Insight Films; from 2007 to 2015: director of Whistler Gold Exploration Inc.; in 2015; senior officer and director of Blizzard Finance Corp.; from 2002 to 2015: director of Empire Metals Corp.; from 2011 to 2013: CEO and director of Folkstone Capital Corp.; and from 2011 to 2013; CEO and director of Sophia Capital Corp.

Norman Tsui, Executive Vice President and Director: Mr. Tsui will join Wonderfilm as Executive Vice President and director on completion of the Qualifying Transaction with Westshire II. Mr. Tsui has been financing, operating and investing in technology, media, biotechnology, and high-growth companies for over 25 years. He began his career at KPMG (Audit, Risk Management, Consulting and Corporate Finance) and has since been involved in divestitures, structured financings, IPOs, RTOs, CPCs and restructuring. He earned a BSc in Biology and MSc in Bio-resource Engineering from UBC. Mr. Tsui is also a CPA/CA. Mr. Tsui’s experience with public companies can be summarized as follows: from 2015 to present, CEO and director of Westshire Capital II Corp.; in 2017, CEO of Liberty Biopharma Inc.; from 2010 to 2016: CEO and director of Avagenesis Corp.; in 2016: director of Avapecia Life Sciences Corp.; from 2009 to 2011: director of Times Telecom Inc.; from 2009 to 2010: principal of Lohn Caulder LLP; and from 2006 to 2008: CFO of Acceleware Corp.

Dennis Nerland, Director: Mr. Nerland will join Wonderfilm as a director on completion of the Qualifying Transaction with Westshire II. Mr. Nerland is a lawyer and has been a partner with the law firm Shea Nerland Calnan LLP since 1990, specializing in the areas of tax and trust law. Mr. Nerland is a current and past director of a number of private investment companies, a number of private operating companies, and a number of public companies listed on the TSX Venture and the Toronto Stock Exchange. Mr. Nerland has a Juris Doctor from the University of Calgary, a Master of Arts (Economics) from Carleton University, and a Bachelor of Science (Economics and Mathematics) from the University of Calgary. Mr. Nerland is a member of the Law Society of Alberta. Mr. Nerland has completed the Rotman / Haskayne Directors Education Program and achieved the designation of Institute-certified Director (ICD.D) from the Institute of Corporate Directors in 2011. Mr. Nerland’s experience with public companies can be summarized as follows: from 1990 to present: partner at Shea Nerland LLP; from 2014 to present: director of Manitok Energy Inc.; from 2014 to present: director of Strata-X Energy Ltd.; from 2010 to present: director of Liberty Biopharma Inc.; from 2010 to 2016: director of Avagenesis Corp., a biotechnology company; from 2014 to 2016: director of Avapecia Life Sciences Corp.; from 2006 to present: director of Acceleware Ltd.; from 2001 to present: director of Critical Control Solutions Corp., a software service company; from 2012 to present: director of Rosa Capital Inc., a capital pool company; from 2011 to present: director, President, CEO, and CFO of Arkadia Capital Corp., a capital pool company; from 2003 to present: director of Crew Energy Inc., an oil and gas company; from 2009 to present: director of DeeThree Exploration Ltd., an oil and gas company; from 2012 to 2014: director of Alston Energy Inc., an oil and gas company; from January 2014 to June 2014: director of Amorok Energy Inc.; from 2000 to 2014: director of FSI Energy Group Inc., a technology company; from 2009 to 2010: Chairman, President, CEO, CFO, and director of Royal Acquisition Corp.; from 2010 to 2013: chairman and director of Invicta Energy Corp., an oil and gas company; from 2009 to 2011: chairman and director of Northern Lights Acquisition Corp., a capital pool company; and from 2006 to 2012: director of Reliable Energy Ltd., an oil and gas company.

S.M. (Jasmine) Chiu, Director: Ms. Chiu will join Wonderfilm as a director on completion of the Qualifying Transaction with Westshire II. Ms. Chiu is a senior executive and corporate director of various publicly traded and international companies. Ms. Chiu has been involved in real estate investments, international foreign investing and international corporate structuring and has held senior executive positions in Taiwan, China, Hong Kong, and Vancouver for multimillion dollar projects for over 20 years. Ms. Chiu is currently the Chair of the Board for Taiwan Kuo Kuang High School and Kuo Kuang Cultural Foundation. Ms. Chiu is a licensed B.C. real estate broker and has a BA in Economics from Taiwan Chinese Cultural University and a Master of Science, International Administration degree from Central Michigan University. Ms. Chiu’s experience with public companies can be summarized as follows; from 2015 to present, director of Westshire Capital II Corp.; in 2017, Vice President of Liberty Biopharma Inc.; from 2010 to 2016: Vice President and director of Avagenesis Corp.; from 2014 to 2016: director of Avapecia Life Sciences Corp.; from 1997 to 2009: Executive Vice President of Hua Fong Marble Co. of Taiwan, R.O.C.; from 2010 to 2012: independent business consultant; from 2010 to 2013: President of Kuo Kuang Senior High School.

Alan Tam, Chief Financial Officer: Mr. Tam will join Wonderfilm as CFO on completion of the Qualifying Transaction with Westshire II. Mr. Tam is a senior executive involved with structuring and planning of IPOs, RTOs and CPCs. Mr. Tam, with over 20 years of experience, has been involved in financing, operations, corporate services, mergers and acquisitions, and investor relations for four public companies in the past 7 years. Mr. Tam is a CPA/CA and has worked with biotechnology, start-up alternative energy and other corporations dealing with tax, regulatory, investment management, international cash and tax management, compliance and accounting matters. Mr. Tam’s experience with public companies can be summarized as follows: from 2015 to present, CFO and director of Westshire Capital II Corp.; in 2017, CFO of Liberty Biopharma Inc.; from 2010 to 2016: CFO and director of Avagenesis Corp.; in 2016: CFO and director of Avapecia Life Sciences Corp.; in 2011: Senior Accountant at Novadx Ventures Inc., a mining investment company; and from 2007 to 2010: Chartered Accountant at Lohn Caulder LLP.

Mouane Sengsavang, Corporate Secretary: Ms. Sengsavang is the principal of Buttonwood Law Corporation and advises issuers in respect of public and private securities financings, as well as initial public offerings, reverse takeovers, plans of arrangement, mergers and acquisitions, and corporate reorganizations. Ms. Sengsavang was called to the Bar of British Columbia in 2005, to the Bar of Alberta in 2006, and to the Bar of Ontario in 2012. Ms. Sengsavang has served as a director of a TSX Venture Exchange-listed biotechnology company and corporate secretary of a number of public companies.

Reader Advisory

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, 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 management information circular or 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 a capital pool company should be considered highly speculative.

The Exchange 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 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.

Forward-Looking Information Advisory

This press release contains “forward-looking information”, which is disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action. In particular, the forward-looking information in this press release includes information regarding the following:

the terms of the Transaction;
the completion of the Transaction;
the composition of the resulting issuer’s board and management; and
the resulting issuer’s business. Actual results may vary from the forward-looking information in this press release. Material risk factors that could cause actual results to differ materially from the forward-looking information include the following:
that the parties are unable to negotiate the final terms of, and execute, the definitive agreement in respect of the Transaction;
that the Exchange refuses to approve the Transaction; that the parties cannot complete the proposed private placement;
that the parties do not obtain shareholder approval of the Transaction;
that the proposed directors and officers of the resulting issuer are unable to serve as directors and officers of the resulting issuer; and
the resulting issuer cannot realize its business objectives or demand for its products and services decreases or disappears.
The material factors or assumptions that were used to develop the forward-looking information in this press release include the following:
that the parties are able to negotiate the final terms of, and execute, the definitive agreement in respect of the Transaction;
that the Exchange will approve the Transaction;
that the parties are able to complete the proposed private placement;
that the parties obtain shareholder approval of the Transaction;
that the proposed directors and officers of the resulting issuer are able to serve as directors and officers of the resulting issuer; and
the resulting issuer can realize its business objectives of increasing its revenue streams and continuing to secure revenue from sales of its projects. Westshire II’s views regarding possible events, conditions or financial performance may change. However, Westshire II does not intend to update the forward-looking information in this press release, except as required by applicable securities legislation.

Further Information

For further information, please contact:
Alan Tam, CPA, CA
Chief Financial Officer
Telephone: (604) 377-7575

SOURCE: Westshire Capital II Corp.

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