MiMedia Holdings Inc. announced a brokered private placement on best efforts basis of up to 2,500 convertible debenture units at an issue price of CAD 1,000 per unit for the gross proceeds of CAD 2,500,000 on July 4, 2023. Each Debenture Unit will be consist of one CAD 1,000 principal amount unsecured convertible debenture and 1,000 subordinate voting share purchase warrants of the. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time prior to maturity, into subordinate voting shares of the Company at a conversion price of CAD 0.50 per Subordinate Voting Share.

Each Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of CAD 0.65 for March 14, 2025. The Convertible Debentures will mature on March 14, 2026 and will bear interest at a rate of 10% per annum. Any payment of interest pursuant to the issuance of Subordinate Voting Shares will be subject to the prior approval of the TSX Venture Exchange and the issue price per Subordinate Voting Share shall be at the then applicable Market Price.

The daily volume weighted average trading price of the Subordinate Voting Shares on the Exchange is greater than CAD 1 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 closing of the transaction 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.