Early Warning Report Issued Pursuant to National Instrument 62-103
Acquisition of Securities of MediaValet Inc.
/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, Jan. 17, 2023 /CNW/ - This press release is being disseminated as required by National Instrument 62–103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of MediaValet Inc. (TSX: MVP) (the "Issuer"), with its head office located at 505 – 990 Homer Street, Vancouver, British Columbia, V6B 2W7, by Shen Capital Fund I L.P., by its General Partner, Shen Capital Management Inc. ("Shen Capital"), with its head office located at 130 Bloor Street West, Suite 905, Toronto, Ontario, M5S 1N5.
On January 16, 2023 (the "Closing Date"), Shen Capital entered into a subscription agreement to purchase 1,923,077 units of the Issuer ("Units", and individually, a "Unit") for $1.30 per Unit, each Unit to consist of one common share of the Issuer (a "Common Share") and one warrant of the Issuer (a "Warrant"), for aggregate proceeds of $2,500,000.10. Each Warrant is exercisable until January 16, 2026 and entitles Shen Capital to purchase an additional Common Share at an exercise price of $1.50 per share, subject to accelerated expiry in the event the closing trading price of the Common Shares on the TSX Exchange equals or exceeds $2.50 per Common Share for a period of 20 consecutive trading days at any time on or after the date that is 4 months plus 1 day from the Closing Date. Shen Capital acquired the Units on a private placement basis pursuant to the rules of National Instrument 45-106 – Prospectus Exemptions (the "Private Placement").
Prior to the Private Placement, Shen Capital owned, directly and indirectly, 7,677,786 Common Shares, representing 18.82% of the issued and outstanding Common Shares on a non-diluted basis. Following the Private Placement, Shen Capital owns, directly and indirectly, an aggregate of 9,600,863 Common Shares, representing 22.08% of the outstanding Common Shares, and 1,923,077 Warrants.
In addition to the foregoing, Shen Capital may increase or decrease its beneficial ownership or control depending on market or other conditions.
A copy of the Early Warning Report with additional information in respect of the foregoing matters may be found on SEDAR at www.SEDAR.com.
SOURCE Shen Capital Management Inc.
Shen Capital Fund I L.P., by its General Partner, Shen Capital Management Inc., Andrew Shen, Vice-President, Tel: (416) 725-4633, Email: [email protected]
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