Family Memorials Announces Going Private Transaction

Thunder Bay, Ontario (FSCwire) - Family Memorials Inc. (TSXV-FAM) (the “Corporation”) announces that it has entered into an Amalgamation Agreement (the “Agreement”) with 1142431 B.C. Ltd., a company owned directly by Scott C. Kellaway, (“Kellco”) and Thunder River Enterprises Inc. (“Thunder River”) pursuant to which the Corporation and Kellco have agreed to amalgamate (the “Amalgamation”) and form an amalgamated company (“Amalco”).  Under the terms of the Agreement, Scott C. Kellaway (the “Acquiror”) will receive the common shares of Amalco and the shareholders of the Corporation (the “Public Shareholders”), other than the Acquiror, will receive Class A preferred shares of Amalco which in turn shall be deemed to be immediately exchanged for common shares of Thunder River on the basis of one Thunder River common share for one Amalco Class A preferred share.  As a result of the amalgamation, Amalco will be a private company owned solely by the Acquiror and the common shares of Thunder River, which will be a “reporting issuer” under applicable securities laws, will be owned 100% by the former Public Shareholders of the Corporation.

The Amalgamation would allow for the redemption of the Corporation’s secured convertible debentures (“Debentures”), under the terms of which the Corporation is currently in default, and would provide the Public Shareholders with an opportunity to participate in potential upside if Thunder River is able to complete an acquisition.  Thunder River was only recently incorporated and it does not conduct operations or have assets or debt, and it will not be listed on any exchange.

Kellco, Thunder River and the Corporation are non‐arm’s length parties by virtue of the fact that Kellaway is the President, CEO and a director of the Corporation and Thunder River is a wholly-owned subsidiary of the Corporation. As a result, pursuant to applicable corporate and securities law requirements and policies of the TSX Venture Exchange (“TSX‐V”), the Amalgamation and the adoption of the Amalgamation Agreement must be approved at the Meeting by (i) at least sixty six and two-thirds percent of the votes cast by all holders of Common Shares present or represented by proxy at the Meeting and (ii) at least a simple majority of the votes cast by all shareholders other than the Acquiror, being the Public Shareholders, present or represented by proxy at the Meeting. The completion of the Amalgamation is also subject to the acceptance of the TSX‐V, the redemption of certain outstanding Debentures by payment of the amount of $3,398,000 as announced in the Corporation’s news release of November 1, 2017, and the satisfaction of certain other closing conditions customary for transactions of this nature.

The Acquiror owns approximately 3,095,090 common shares or 5.98% of the issued and outstanding common shares (the “Shares”) in the capital of the Corporation. As at December 14, 2017, the Corporation had outstanding 51,728,865 Shares.

The Acquiror will own 3,095,090 common shares of Amalco and, assuming no former Public Shareholders of the Corporation exercise dissenting rights, the former Public Shareholders of the Corporation will own 48,633,775 common shares of Thunder River, following completion of the Amalgamation.  The Amalgamation, if consummated, will result in the Corporation being taken private and delisted from the TSX Venture Exchange.

The Amalgamation, if consummated, will constitute a “business combination” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

The board of directors of the Corporation (the “Board”) formed a special committee (the “Special Committee”) comprised of independent directors Kevin V. Nephin and Stuart W. Peterson to evaluate the Amalgamation and make recommendations to the Board. The Special Committee has engaged Burstall Winger Zammit LLP as its legal advisors.

The Corporation intends to seek approval from the majority of minority shareholders to comply with requirements of MI 61-101. Because the Corporation is listed on the TSX Venture Exchange, the Amalgamation will, pursuant to Section 4.4(1)(a) of MI 61-101, be exempt from the formal valuation requirements of MI 61-101.

The Special Committee retained Evans & Evans, Inc. as an independent valuator, who prepared a Comprehensive Valuation Report and Fairness Opinion dated December 11, 2017 (the “Report”) with respect to the proposed Amalgamation. The Report concluded that the fair market value of the Shares as at the valuation date of October 31, 2017 is $0.00 and that the terms of the proposed transaction are fair from a financial point of view to the Public Shareholders.  The Special Committee, after considering both the Report and other factors relevant to the Amalgamation, resolved that the Board should approve the Amalgamation and recommend to the shareholders that they vote in favour of the Amalgamation.

The Corporation has convened an annual general and special meeting of shareholders (the “Meeting”) which will take place on January 16, 2018 for shareholders to consider and, if thought appropriate, to approve the Amalgamation.

Other than the Report, to the knowledge of the Corporation and its directors and senior officers, there are no prior formal valuations (as such term is defined in MI 61-101) of the Corporation, its material assets or its securities in the 24 months preceding the date hereof.

Assuming the satisfaction of all conditions precedent in relation to the Amalgamation, the proposed Amalgamation is expected to close as soon as practicable following the Meeting. However, there can be no assurances that the Amalgamation, or any other transaction with the Acquiror, will be completed.

Details of the terms and conditions of the Amalgamation, together with a summary of the Report, will be included in a management information circular, which will be mailed to the shareholders as soon as practicable and will also be available for download at www.sedar.com.

No actions are required to be taken by shareholders at this stage. The Corporation will communicate with shareholders in due course with respect to the Amalgamation.

For information, please contact:

Scott C. Kellaway

Family Memorials Inc.

(807) 577-6463

familymemorials@tbaytel.net

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (as that term is defined in the policies of the TSX Venture Exchange) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to the completion of the Amalgamation or related transactions, obtaining the required shareholder approval of the Amalgamation and applicable regulatory approvals required with respect to the Amalgamation. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Corporation disclaims any intent or obligation to update forward-looking statements or information except as required by law, and the reader is referred to the full discussion of the Corporation’s business contained in the Corporation’s reports filed with the securities regulatory authorities in Canada at www.sedar.com.

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