NEW
YORK, Jan. 16, 2025 /CNW/ - MiMedia Holdings
Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the
"Company") announced today that it has entered into a debt
settlement agreement dated January 15,
2025 (the "Debt Settlement Agreement"), with the holder of
the promissory note of the Company (the "Lender"), in the principal
amount of CAD$1,000,000, originally
issued by the Company on August 21,
2024 (the "Promissory Note"). See MiMedia news
release dated August 26,
2024.
Pursuant to the Debt Settlement Agreement, all indebtedness owed
by the Company to the Lender pursuant to the Promissory Note, being
an aggregate amount equal to CAD$1,060,822 (the "Settled Debt"), inclusive of
principal and all accrued and unpaid interest owing as of date of
the agreement, will be converted into subordinate voting shares of
the Company (the "Transaction"). Pursuant to the Transaction,
MiMedia will issue an aggregate of 3,928,970 subordinate voting
shares, at deemed issue price of $0.27 per share, in full satisfaction of the
Settled Debt.
The Transaction is intended to improve the financial condition
of the Company. No new Control Person (as defined under the
applicable policies of the TSX Venture Exchange) will be created
pursuant to the Transaction, and the Lender is an arm's length
party to the Company.
As a result of the Transaction, and in accordance with the
applicable policies if the TSX Venture Exchange, the term of the
4,000,000 subordinate share purchase warrants issued in connection
with the original issuance of the Promissory Note will be amended
such that the expiry date of such warrants will be reduced by a
period of six months (from February 21,
2026 to August 21, 2025).
The Transaction is subject to the final approval of the TSX
Venture Exchange. The Debt Settlement Agreement will terminate and
be of no further force or effect if the Transaction is not
completed within 15 days following the date of the Debt Settlement
Agreement.
All of the securities issuable in connection with the
Transaction are subject to a hold-period expiring four months and
one day after date of issuance.
Chris Giordano, CEO of MiMedia
stated:
"We are extremely pleased to be able to execute this transaction
which allows MiMedia to preserve its cash resources as we
continue to ramp up our current expansion and continue to pursue
the many new business opportunities we are seeing. We are finding
that many large device distribution companies are now eager to
pursue the opportunity we provide them to add new, high margin
revenue lines to their existing product offerings. These funds will
help propel our efforts capitalize on these opportunities."
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
re-engagement. 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 completion of the
Transaction. 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 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.
SOURCE MiMedia
