/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
NEW
YORK, July 4, 2023 /CNW/ - MiMedia Holdings Inc.
(TSXV: MIM) ("MiMedia" or the "Company"), announced
today that it has entered into an agreement with Canaccord Genuity
Corp. (the "Agent"), pursuant to which the Agent has agreed
to assist the Company in selling, on a commercially reasonable
efforts private placement basis, up to 2,500 convertible debenture
units of the Company (the "Debenture Units") at a price of
C$1,000 per Debenture Unit, to raise
aggregate gross proceeds of up to C$2,500,000 (the "Offering").
The Debenture Units will be issued on the same terms and
conditions as the convertible debenture units previously issued by
the Company on March 14, 2023,
pursuant to which the Company raised aggregate gross proceeds of
$3,400,000. For further details
concerning the prior issuance of convertible debenture units, see
press release of the Company dated March 14,
2023.
Each Debenture Unit will be comprised of: (i) one C$1,000 principal amount unsecured convertible
debenture of the Company (a "Convertible Debenture"); and
(ii) 1,000 subordinate voting share purchase warrants of the
Company (each, a "Warrant"). The outstanding principal
amount of each Convertible Debenture shall be convertible at the
option of the holder thereof, at any time prior to maturity, into
subordinate voting shares of the Company (the "Subordinate
Voting Shares") at a conversion price of C$0.50 per Subordinate Voting Share (the
"Conversion Price"). Each Warrant shall be exercisable
to acquire one Subordinate Voting Share at an exercise price of
C$0.65 until March 14, 2025.
The Convertible Debentures will mature on March 14, 2026 and will bear interest at a rate
of 10% per annum, payable in cash or Subordinate Voting Shares, at
the option of the Company, on a semi-annual basis. Any
payment of interest pursuant to the issuance of Subordinate Voting
Shares will be subject to the prior approval of the TSX Venture
Exchange (the "Exchange") and the issue price per
Subordinate Voting Share shall be at the then applicable Market
Price (as such term is defined in the applicable policies of the
Exchange).
If, at any time following the date that is four months from the
closing date of the Offering, the daily volume weighted average
trading price of the Subordinate Voting Shares on the Exchange is
greater than C$1.00 per Subordinate
Voting Share for the preceding 10 consecutive trading days, the
Company shall have the option to convert all of the principal
amount of the then outstanding Convertible Debentures into
Subordinate Voting Shares at the Conversion Price with at least 30
days' prior written notice to the holders of Convertible
Debentures.
Upon a change of control of the Company, holders of Convertible
Debentures shall have the right to require the Company to
repurchase their Convertible Debentures, in whole or in part, on
the date that is 30 days following notice of the change of control
at a price equal to 100% of the principal amount of the Convertible
Debentures then outstanding plus accrued and unpaid interest
thereon.
The Agent shall have the option, exercisable at any time up to
48 hours prior to the closing of the Offering, to increase the size
of the Offering by up to C$1,000,000
(the "Agent's Option"). Assuming the full exercise of
the Agent's Option, the aggregate gross proceeds of the Offering
will be C$3,500,000.
The net proceeds of the Offering will be used for working
capital and for general corporate purposes.
For its services in connection with the Offering, the Company
will pay to the Agent: (i) a cash commission equal to 5.0% of the
aggregate gross proceeds of the Offering payable in cash or
Debenture Units, or any combination of cash and Debenture Units, at
the option of the Agent; and (ii) warrants exercisable at any time
prior to March 14, 2025 to acquire
that number of units (each, an "Agent's Unit") which is
equal to 5.0% of the gross proceeds of the Offering divided by the
Conversion Price, at an exercise price per Agent's Unit equal to
the Conversion Price, with each Agent's Unit will be comprised of
one Subordinate Voting Share and one-half of one Warrant.
The closing of the Offering is subject to customary closing
conditions and the receipt of all required regulatory approvals,
including but not limited to the approval of the Exchange.
All securities issued pursuant to the Offering will be
subject to a statutory four month hold period from their date of
issuance.
None of the securities issued in connection with the Offering
will be registered under the United States Securities Act of 1933,
as amended (the "1933 Act"), and none of them may be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the 1933 Act. This press release
shall not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of the securities in any state
where such offer, solicitation, or sale would be unlawful.
About MiMedia
MiMedia Holdings Inc. provides a next-generation consumer cloud
platform that enables all types of personal media to be secured in
the cloud, accessed seamlessly at any time, across all devices and
on all operating systems. The company's platform differentiates
with its rich media experience, robust organization tools, private
sharing capabilities and features that drive content
reengagement. MiMedia partners with smartphone makers and
telecom carriers globally and provides its partners with recurring
revenue streams, improved customer retention and market
differentiation. The platform services millions of engaged
users around the world.
Notice regarding
forward-looking statements:
Certain statements in this press release constitute
forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements are
frequently characterized by words such as "plan", "continue",
"expect", "project", "intend", "believe", "anticipate", "estimate",
"may", "will", "potential", "proposed" and other similar words, or
statements that certain events or conditions "may" or "will"
occur. Forward-looking statements in this press release
include: statements regarding the Offering; the expected gross
proceeds of the Offering; the use of proceeds of the Offering; the
final terms of the Debenture Units and the securities underlying
the Debenture Units; any potential exercise of the Agent's Option;
and the anticipated closing of the Offering. Such
forward-looking statements are based on the current expectations of
management of MiMedia. Actual events and conditions could
differ materially from those expressed or implied in this press
release as a result of known and unknown risk factors and
uncertainties affecting MiMedia, including risks regarding the
industry in which MiMedia operates, economic factors, the equity
markets generally and risks associated with growth and competition.
Additional risk factors are also set forth in the Company's
management's discussion and analysis and other filings available
via the System for Electronic Document Analysis and Retrieval
(SEDAR) under the MiMedia's profile at www.sedar.com.
Although MiMedia has attempted to identify certain factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results to differ from
those anticipated, estimated or intended. No forward-looking
statement can be taken as guaranteed. The forward-looking
information contained in this press release is made as of the date
hereof and the Company is not obligated to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, readers should not
place any undue reliance on forward looking information.
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 RELEASE.
SOURCE MiMedia