/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
NEW
YORK, March 14, 2023 /CNW/ - MiMedia Holdings
Inc. (TSXV: MIM) ("MiMedia" or the "Company"),
announced today that it has completed a closing of its previously
announced offering (the "Offering"), on a private placement
basis, of 10% unsecured convertible debenture units of the Company
(the "Debenture Units"). Pursuant to the Offering, the
Company has issued and sold 3,400 Debenture Units for aggregate
gross proceeds to the Company of C$3,400,000.
The brokered portion of the Offering was completed pursuant to
the terms and conditions of an agency agreement (the "Agency
Agreement"), dated March 14,
2023, among Canaccord Genuity Corp., as lead agent, Paradigm
Capital Inc. and Stifel Nicolaus Canada Inc. (collectively, the
"Agents") and the Company.
"The team and I are pleased with the result of this
Offering. With this capital, our team can convert on the
strong and growing demand that we are seeing from our partner
pipeline and further accelerate our business' trajectory this
year", said Chris Giordano,
MiMedia's CEO.
Each Debenture Unit consists 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 is 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 is exercisable to
acquire one Subordinate Voting Share at an exercise price of
C$0.65 until March 14, 2025.
The Convertible Debentures mature on March 14, 2026 and 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 (or any subsequent closing date), 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 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 net proceeds of the Offering will be used for working
capital and for general corporate purposes.
For its services in connection with this closing of the
Offering, the Company has paid to the Agents: (i) a cash commission
equal to C$145,750, being an amount
equal to 5.0% of the aggregate gross proceeds of the brokered
portion of the Offering; (ii) 291,500 non-transferable broker
warrants (the "Broker Warrants"), being such number of
Broker Warrants as is equal to 5.0% of the gross proceeds of the
brokered portion of the Offering divided by the Conversion Price;
(iii) a cash advisory fee in the amount of C$20,650; and (iv) 41,300 non-transferable
advisory fee warrants (the "Advisory Warrants"). Each
Broker Warrant and each Advisory Warrant is exercisable to acquire
one unit (a "Compensation Unit"), consisting of one
Subordinate Voting Share and one-half of one Warrant (a
"Compensation Unit Warrant"), at an exercise price of
C$0.50 until March 14, 2025. Each Compensation Unit
Warrant will be exercisable to purchase one Subordinate Voting
Share on the same terms and conditions applicable to the
Warrants.
In accordance with the Agency Agreement, the Company may
complete additional closings of the Offering on or before
May 5, 2023. For further
details concerning the Offering, see prior press release of the
Company dated February 14, 2023.
The completion of the Offering remains subject to the final
approval of the Exchange. All securities issued pursuant to
the Offering are 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; additional closings of
the Offering; the expected gross proceeds of the Offering; and the
use of proceeds 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