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 30th 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