MiMedia Announces C$3,000,000 Private Placement of Convertible Debenture Units

New York, New York--(Newsfile Corp. - June 16, 2025) - MiMedia Holdings Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the "Company"), announced today that it intends to complete a non-brokered private placement of up to 3,000 convertible debenture units of the Company (the "Debenture Units"), at a price of C$1,000 per Debenture Unit, to raise aggregate gross proceeds of up to C$3,000,000 (the "Offering").

Each Debenture Unit will be comprised of: (i) one C$1,000 principal amount unsecured convertible debenture of the Company (a "Convertible Debenture"); (ii) 769 subordinate voting share purchase warrants of the Company with an exercise price of $0.65 per share (each, a "$0.65 Warrant"); and (iii) 500 subordinate voting share purchase warrants of the Company with an exercise price of $1.00 per share (each, a "$1.00 Warrant").

The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time on and after the date that is 12 months following the closing date of the Offering ("Closing Date") and 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 $0.65 Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of C$0.65 any time on or after the date that is 12 months following the Closing Date until the date that is 24 months from the Closing Date. Each $1.00 Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of C$1.00 any time on or after the date that is 12 months following the Closing Date until the date that is 24 months from the Closing Date.

The Convertible Debentures will mature 24 months from the Closing Date and will bear interest at a rate of 12.5% 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). The first interest payment date for the Convertible Debentures will be December 31, 2025.

If, at any time following the date that is 12 months plus 10 trading days from the 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.

The Company shall have the option to increase the size of the Offering by up to C$1,000,000 (the "Over-Allotment Option"). Assuming the full exercise of the Over-Allotment Option, the aggregate gross proceeds of the Offering will be C$4,000,000.

The net proceeds of the Offering will be used for working capital and for general corporate purposes.

In connection with the Offering, and subject to regulatory requirements, the Company may pay finder's fees or commissions of up to 5% of the gross proceeds of the Offering, and such finder's fees or commission may be satisfied in cash or Debenture Units, or any combination of cash and Debenture Units.

The closing of the Offering is subject to customary closing conditions and the receipt of all required regulatory approvals, including but not limited to the approval of the Exchange. All securities issued pursuant to the Offering will be 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.

Termination of Investor Relations Services Agreement

The Company is also announcing today that the Company and Dark Horse Capital, Ltd. ("Dark Horse") have mutually agreed to terminate the previously announced investor relations services agreement between the parties. (See the press release of Company dated January 31, 2025.) The agreement was terminated effective as of June 15, 2025. Pursuant to the termination agreement, the Company and Dark Horse have released each other from any outstanding obligations under the investor relations services agreement. The Company wishes to thank Dark Horse for its efforts.

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 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; the expected gross proceeds of the Offering; the use of proceeds of the Offering; the final terms of the Debenture Units and the securities underlying the Debenture Units; any potential exercise of the Over-Allotment Option; and the anticipated closing 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.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.

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