Wednesday, December 16, 2015

Wowio, Inc. Announces Major Corporate Development, Change of Control with Armada Enterprises, and Multiple Media Roll-Up Transactions

Wowio, Inc. (OTCBB: WWIO), a digital media company, announced today that it has signed a letter of intent for Elite Media Holdings, LLC (“Elite”) to subscribe to a controlling interest in WWIO. Management believes the deal will bring a substantial increase to the business plan, capitalization and leadership of WWIO.  Elite is a multi-faceted media creation, production and distribution company owning dozens of media properties, feature films, social media elements, and television projects with committed management.  It will contribute its creative and production assets into WWIO after the closing of the subscription.

The Transaction sets the stage for a change of control, multiple media company and asset roll-up acquisitions from Elite Media, and a long-term path for financing and distributing media and entertainment through feature films, television, online media, and trans-media.

“I couldn’t be more thrilled about how quickly this all came together.  The overall goal of this relationship with Elite is to substantially increase the balance sheet of Wowio and expand its trans-media platform, thus providing a return for all of Wowio’s shareholders as well as for the stakeholders in Elite’s holding company,” commented Robert Estareja, Wowio’s CEO who negotiated the transaction.  “We have already identified additional acquisition opportunities that we intend to make now whose EBITDA contributions will be reflected on Wowio’s financial statement before the end of 2016.”

Elite is owned by Armada Enterprises GP, LLC, which has interests in energy, real estate, marine salvage, aerospace, sporting and media.  It plans to contribute these assets to a limited partnership as it is appointed its general partner.  Elite owns several business units, media properties and social media fan pages.  Among them are Hawley Woods, a content creation company, and a 50% interest in an international media and entertainment company with multiple international outlets for film and television projects.

Elite’s development stage projects include:

·     Multiple maritime-themed television shows to be produced by Haley Jackson, an award-winning producer, director and writer who has signed on to be Elite’s Executive Vice President of Production and Development.  Ms. Jackson worked on and produced many of James Cameron’s deep-sea exploration documentaries including: Deep Challenge; Ghosts of the Abyss; Aliens of the Deep; Last Mysteries of the Titanic; and Bismarck.

·     A slate of feature films with a targeted production budget of $30 - $50 million USD per film, up to 5 per year.

·     A joint venture with the international media company to co-manage an international film fund.

·     An over-the-top television solution for streaming video.

·     A virtual reality (VR) studio with a commitment from the founder of a global leader in short-form video and one of the largest content network on YouTube to head the studio.

Elite will subscribe to the controlling interest of WWIO with $1.8 million USD worth of its preferred membership units which will pay a 5% minimum annual distribution of their value paid out quarterly with such payments set to begin at the end of the first quarter of 2016.  These units will convert into limited partnership units of the larger diversified partnership.

To enable Wowio’s current equity holders to share in Elite’s upside, Wowio will designate a new class of preferred shares and dividend them to its existing common and preferred shareholders then redeem them for these Elite membership units prior to the first distribution payment.  This will also be a hedge against the dilution of the Wowio common stock.

“After some starts and stops along the way, we feel that we have finally created a winning scenario that will allow us to re-focus our efforts on running a successful media company and not just manage the nuances of a public company,” said Estareja.  “Elite’s broad and aggressive plan will give us the ability to create far-reaching entertainment projects that have broad appeal to an international audience.”

About WOWIO, Inc.

WOWIO, Inc. (OTCBB: WWIO) is a digital media and technology development company with a patented process and a proprietary mobile ad-delivery platform that will disrupt the eBook distribution landscape by exploiting a previously untapped marketplace: ad-supported eBooks. Wowio has built and acquired a number of digital media technologies, platforms and distribution outlets and is focusing its efforts on opportunities to create and monetize ancillary content product lines beyond eBooks and other forms of digital media.

About Elite Media Holdings, LLC

Elite Media Holdings, LLC is a multi-faceted holding company owning multiple media properties. Elite is partnering with various media production companies to exploit these media properties through feature films, television, online media, and other distribution channels. Elite is owned by Armada Enterprises GP, LLC.

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties, including but not limited to our ability to raise capital needed to pursue any of the acquisitions, ventures, or projects described above.

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