American Leisure Holdings, Inc. Announces 3(a)(10) Transaction to Retire Debt
LAS VEGAS, January 2, 2018 (Newswire.com) - American Leisure Holdings (OTC: AMLH), parent of esports production and content creation company GG Media Network, announced that it has entered into an agreement to retire $171,932.00 in indebtedness through the issuance of common stock to Northbridge Financial, Inc. based on a Section 3(a)(10) Fairness Hearing. The transaction, if completed, will result in AMLH paying the indebtedness by issuing an estimated 900 million free-trading shares, based on recently quoted share prices.
The debt will be retired in tranches having a maximum value of $50,000, with the number of shares issued to be based on a 15-day trailing average of quoted prices on the OTC Pink (or other eligible market), less a 40 percent discount. The details of the transaction are set forth in a Settlement Agreement and Stipulation (SAS) dated Dec. 12, 2017, which was approved by an order of the Florida state court in Sarasota County on Dec. 13, 2017.
AMLH’s CEO Christian Bishop stated, “This agreement is part of our initiative to clean up our balance sheet and position GG Media for growth in 2018. Management determined that it is in the best interest of the Company and its shareholders to resolve this indebtedness in a way that preserves our cash resources.” AMLH issued a press release describing its business objectives for 2018.
To date, AMLH has issued 70,000,000 shares and 30 million shares as a Settlement Fee. The SAS provides for a floor price of $0.00005 per share. In connection with the transaction, AMLH will increase its authorized common stock. While the pricing terms of the SAS could result in the potential issuance of up to 3.5 billion shares to Northbridge, AMLH management believes that the resolution of its debt obligations and planned business expansion will support a stable valuation for its common stock. Nevertheless, AMLH’s stock price has been volatile, and the 3(a)(10) transaction could result in substantial dilution of AMLH’s outstanding stock.
About GG Media Network
GG Media Network is an esports production company that seeks to redefine how news and information about esports and gaming are covered and shared. Unlike any other company, GG Media Network seeks to provide the tools and resources for gamers, fans and enthusiasts to connect and interact with the games they love and the content that feeds their passion. In 2017, GG Media Network acquired American Leisure Holdings Inc. (OTC: AMLH). To learn more about GG Media Network visit our website: www.GGMediaNetwork.com. Get to know us, Like GG Media Network on Facebook: @GGMediaNetwork and follow us on Twitter: @GGMediaNetwork and @MrCBishop.
Statements about the Company’s future expectations and all other statements in this site other than historical facts, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. Statements in this press release about the Company’s expectations regarding the dilutive effect of the 3(a)(10) transaction and its plans for the business in 2018 are forward-looking statements. You may also identify forward-looking statements by use of the words "anticipate," "estimate," "expect," "intend," "plans," "projects," and similar expressions, as they relate to the Company or its management. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the volatility of the Company’s common stock, which can result in substantial dilution through shares issued in the 3(a)(10) transaction, the Company’s brief operating history, the inherently speculative nature of future business plans and projections, the susceptibility of media enterprises to changing trends and tastes, the impact of competitive services and pricing and general economic conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein.
Absence of Current Information. The Company is currently not in compliance with the OTC Pink Basic Disclosure Guideline. Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934 (“Exchange Act”) as well as Rule 144 of the Securities Act of 1933 (“Securities Act”), and state Blue Sky laws, require issuers to provide adequate current information to the public markets. With a view to encouraging compliance with these laws, OTC Markets Group has created the OTC Pink Basic Disclosure Guidelines. As a result of AMLH’s non-compliance, OTC has designated AMLH as “No Information” and “Caveat Emptor.”
Source: American Leisure Holdings, Inc.