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.
MiMedia Holdings Inc. logo (CNW Group/MiMedia)
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.
