NEW
YORK, Jan. 31, 2025 /CNW/ - MiMedia Holdings
Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the
"Company") announced today that it has engaged Dark Horse
Capital, Ltd. ("Dark Horse Capital") to provide investor
relations services in accordance with TSX Venture Exchange (the
"Exchange") policies. The Company also announced today
that it has entered into an advisory services agreement (the
"Advisory Agreement") with Trinity Atlantic Capital, Ltd.
("Trinity Atlantic Capital"), an arm's length service
provider, pursuant to which Trinity Atlantic Capital will advise
MiMedia with respect to Canadian stock exchange matters and
business strategy.
Dark Horse Capital – IR Agreement
Pursuant to the consulting services agreement (the "IR
Agreement") entered into between the Company and Dark Horse
Capital, Dark Horse Capital will assist the Company with strategic
marketing, press releases, North American roadshows, the Company's
overall investor relations strategy and related services. The
IR Agreement has a term of 12 months, which commenced on January
30, 2025. The Company has agreed to pay Dark Horse
Capital a fee of US$30,000 per month,
payable monthly in arrears.
There are no performance factors contained in the IR Agreement
and Dark Horse Capital will not receive any securities of the
Company as compensation. Dark Horse Capital and the Company
are unrelated and unaffiliated entities and neither Dark Horse
Capital nor any of its principals has an interest, directly or
indirectly, in any securities of the Company, or any right or
intent to acquire such an interest. The Agreement is subject
to acceptance by the Exchange.
Dark Horse Capital provides a comprehensive range of services
designed to empower financially stable, mid-sized companies to
accelerate their future growth. Its dedicated team has over
two decades of investment acumen, profound marketing skills, and
specialized expertise in lending, corporate structuring, and
advisory services.
Trinity Atlantic Capital – Advisory Agreement
The Advisory Agreement has a term of 12 months, which commenced
on January 30, 2025 (the "Effective Date").
Pursuant to the Advisory Agreement, MiMedia has agreed to issue
$150,000 of non-transferable share
purchase warrants (the "Warrants") to Trinity Atlantic
Capital in four tranches on the following schedule: (i)
$37,500 of Warrants on March 31, 2025; (ii) $37,500 of Warrants on June 30, 2025; (iii) $37,500 of Warrants on September 30, 2025; and (iv) $37,500 of Warrants on December 31, 2025. Subject to the policies
of the Exchange, the strike price for each tranche of Warrants will
be calculated based on the 10-day volume weighted average trading
price of the subordinate voting shares of the Company prior to
their date of issuance (the "Strike Price").
Each Warrant will entitle Trinity Atlantic
Capital to acquire one subordinate voting share in the capital of
MiMedia at the Strike Price until the date that is 5 years from
their date of issuance. MiMedia will use the Black-Scholes
model to value the Warrants in order to calculate the number of
Warrants issuable per tranche.
The issuance of the Warrants remains subject to the approval of
the Exchange. Each tranche of Warrants will be subject to a
four month hold period from their date of issuance.
Pursuant to the Advisory Agreement, MiMedia also issued Trinity
Atlantic Capital 500,000 restricted stock units (the "RSUs")
valued at $0.47 per RSU, or
$235,000 in aggregate, as of the
Effective Date pursuant to its Amended and Restated Omnibus Equity
Incentive Plan. The RSUs will vest on the date that is 12
months following the Effective Date; provided that MiMedia does not
terminate the Advisory Agreement prior to the conclusion of its
term as a result of a material breach of the Advisory Agreement by
Trinity Atlantic Capital.
About MiMedia: MiMedia Holdings Inc provides an
AI based 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 re-engagement, many of which are
based on advanced and proprietary AI technologies. 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. For more
information about MiMedia, visit: www.mimedia.com.
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 investor relations
activities to be performed by Dark Horse Capital, the approval of
the Exchange of the IR Agreement, the advisory services to be
performed by Trinity Atlantic Capital, the issuance of the Warrants
and approval of the Exchange for the issuance of the
Warrants. 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.sedarplus.ca. 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
