MiMedia Announces Closing of Private Placement of Convertible Debenture Units

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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

Chris Giordano, Chief Executive Officer, [phone] / Jack MacPhail B.A., B.S. (Fin.), MiMedia Investor Relations, [email protected], C: [phone]