MiMedia Provides Corporate Updates: Shareholder Meeting Results and First Interest Payment on Convertible Debentures

NEW YORK, June 19, 2023 /CNW/ - MiMedia Holdings Inc. (TSXV: MIM) ("MiMedia" or the "Company"), provided an update on its annual general and special meeting of shareholders held on June 15, 2023 (the "Meeting"), at which shareholders of the Company approved the following matters:

• the re-election of the following individuals as directors of the Company: Christopher Giordano, John MacPhail, David Smalley, Cole Brodman and Seth Solomons;
  
  
• the appointment of McGovern Hurley LLP as auditors of the Company; and
  
  
• the approval of a new omnibus equity incentive plan of the Company (the "Omnibus Equity Incentive Plan"), to supersede and replace the Company's existing stock option plan.

The Omnibus Equity Incentive Plan is a "rolling up to 10% and fixed up to 10%" plan, as (i) the total number of subordinate voting shares of the Company (the "Subordinate Voting Shares") reserved for issuance upon the exercise of all options granted under the Omnibus Equity Incentive Plan must not exceed 10% of the total issued and outstanding Subordinate Voting Shares (on an as-converted basis as it relates to the multiple voting shares of the Company (the "Multiple Voting Shares")) at the date of grant; and (ii) the total number of Subordinate Voting Shares that may be reserved for issuance pursuant to deferred share units, restricted share units, performance share units and other share-based compensation awards shall not exceed 7,119,111 Subordinate Voting Shares, representing 10% of the total issued and outstanding Subordinate Voting Shares (on an as-converted basis as it relates to the Multiple Voting Shares) as at the date of approval of the Omnibus Equity Incentive Plan by the board of directors of the Company.

The Omnibus Equity Incentive Plan was adopted by the Company to comply with, and to take advantage of, certain recent amendments made to TSX Venture Exchange Policy 4.4 – Security Based Compensation.  The Omnibus Equity Incentive Plan is described in greater detail in the management information circular prepared in connection with the Meeting and was made effective as of the date of the Meeting.  A copy of the management information circular is available for review under the Company's profile on SEDAR at www.SEDAR.com.

Interest Payment on Convertible Debentures to be Settled in Subordinate Voting Shares

In addition, pursuant to this press release the Company hereby gives notice to the holders of its outstanding 10% Unsecured Convertible Debentures (the "Debentures"), in accordance with Section 2.12(3) of the Convertible Debenture Indenture between the Company and Odyssey Trust Company dated March 14, 2023, that, subject to the approval of the TSX Venture Exchange, the Company will make its upcoming June 30^th interest payment (the "Interest Payment") on the Debentures in Subordinate Voting Shares.  

The number of Subordinate Voting Shares to be issued to each holder of Debentures will be determined by dividing the amount of the Interest Payment payable to such holder, being an amount equal to $29.44 for each $1,000 principal amount of Debentures, by the Market Price (as defined in TSX Venture Exchange Policy 1.1 – Interpretation) per Subordinate Voting Share on June 30, 2023.

The record date for the Interest Payment is June 23, 2023.  The Subordinate Voting Shares issued in settlement of the Interest Payment will be subject to a statutory hold period expiring on July 15, 2023.

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 settlement of the Interest Payment in Subordinate Voting Shares.  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].