/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES/
VANCOUVER, Aug. 21, 2019 /CNW/ - MediaValet Inc.
(TSX-V: MVP) (the "Company" or "MediaValet"), is pleased to
announce the launch of a brokered private placement to raise
$3.5 million (the "Offering"). The
Offering is being led by Cormark Securities Inc. (the "Agent") on a
best efforts basis. The Company has also entered into an agreement
(the "Board Rights Agreement") with Shen Capital Corporation ("Shen
Capital"), pursuant to which the Company will appoint a
representative of Shen Capital to the Board of Directors of the
Company on closing of the Offering. Concurrently with the Offering,
the Company will offer to settle its outstanding convertible
debentures and associated warrants for units having the same terms
and conditions as those issued pursuant to the Offering. The
Offering is conditional on the Company completing a 15:1
consolidation of its outstanding shares.
The Offering
The Offering will consist of up to 6,666,666 units (the "Units")
comprised of one post-consolidation common share of the Company and
a common share purchase warrant entitling the holder to purchase a
further post consolidation common share of the Company (the
"Warrants"). The Units are being sold at a post consolidation price
of $0.525 per Unit. The Warrants will
be exercisable for a period of 36 months from closing, at a price
of $0.90 per post consolidation
share.
The Warrants are subject to accelerated expiry in the event the
daily volume weighted average trading price of the Common Shares
equals or exceeds $1.50 for 10
consecutive trading days (an "Acceleration Event"), in which case,
the Company may accelerate the expiry date of the warrants to a
date that is not less 60 days after the issuance of a press release
announcing that the expiry date of the Warrants has been
accelerated, provided that such news release is issued within 10
business days of the Acceleration Event. The Company will also give
written notice to the holders of Warrants not less than 30 days
before the new expiry of the Warrants.
In connection with the Offering the Company will pay the Agent a
cash commission and will issue to the Agent warrants to purchase
common shares of the Company, exercisable for three years from
closing at a price of $0.90 per
share.
The Company intends to use the net proceeds of the Offering to
provide the working capital required to fund its current growth
objectives and to continue executing on its strategic plan. Closing
of the Offering is expected to occur on or about September 5, 2019.
Board Rights Agreement
Shen Capital has agreed to participate in the Offering and
subscribe, either directly or in combination with its affiliates,
for $1.5 million of Units. In
connection with Shen Capital's subscription, the Company has
entered into the Board Rights Agreement. Pursuant to the Board
Rights Agreement, the Company has agreed with Shen Capital to,
amongst other things: (i) appoint Francis
Shen to the Board of Directors, to hold office until the
next annual meeting of the Company, at which Mr. Shen may be
nominated for re-election; and (ii) appoint Andrew Shen as a board observer, which
appointment will be effective for up to three years. The
appointments are subject to completion of the Offering.
Offer to Settle Outstanding Convertible Debentures
Concurrently with the Offering, the Company intends to offer to
the holders of its 10% convertible debentures which mature
March 21, 2022 (the "Debentures") the
opportunity to settle their outstanding debentures and associated
common share purchase warrants (the "Debenture Warrants") in
exchange for Units (the "Exchange Offer") at the rate of one Unit
for each $0.525 principal amount of
the Debenture's settled pursuant to the Exchange Offer. The
Exchange Offer will be open for acceptance by the holders of the
Debentures until the close of business on September 16, 2019.
The Debentures and Debenture Warrants were issued on
March 20 2019. The Debentures are
convertible into common shares at the rate of one common share for
each $0.05 principal amount
outstanding during the first 12 months following their issue, and
thereafter at one common share for each $0.10 principal amount outstanding. The holders
of the Debentures also received one Debenture Warrant for each
$0.05 principal amount of the
Debenture acquired. Each Debenture Warrant entitles the holder to
purchase one common share of the Company at a price of $0.05 per share for a period expiring
March 20, 2022. Currently, a total of
$1,550,762 principal amount of
Debentures and 31,015,240 Debenture Warrants are outstanding.
In order to accept the offer, holders of the Debentures will be
required to surrender their Debenture together with all associated
Debenture Warrants for cancellation. In exchange, they will receive
Units having the same terms and conditions as the Units issued in
the Offering. The Exchange Offer is not subject to any minimum
subscription level, and may or may not be accepted by any or all of
the holders of the Debenture. If all of the holders of the
Debentures accept the Exchange Offer, the Company would issue an
additional 2,953,833 Units. The Offering is not subject to any
minimum acceptance of the Exchange Offer. Insiders of the Company
and their affiliates hold approximately $1,050,000 principal amount of the
Debentures.
Share Consolidation
The Offering and the Exchange Offer are conditional on the
completion of a 15:1 share consolidation by the Company.
Accordingly, the Board of Directors has approved the completion,
immediately prior to the closing of the Offering, of a share
consolidation on a 15 old to one new basis. Currently, the Company
has 230,895,122 common shares outstanding. Upon completion of the
consolidation, the Company will have approximately 15,393,008
common shares outstanding (prior to the closing of the Offering and
the Exchange Offer). The consolidation is being completed as a
condition to the closing of the Offering. The consolidation was
approved by the shareholders of the Company at the Company's annual
meeting held on June 25, 2019. The
Company will continue to trade after the consolidation under the
name "MediaValet Inc.".
The Offering, the Exchange Offer, and the consolidation, are
each subject to the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
to be issued pursuant to the Offering and the Exchange Offer have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
under any state securities laws and may not be offered or sold
within the United States or to
U.S. persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About MediaValet Inc.
MediaValet stands at the forefront of the enterprise,
cloud‐based, digital asset management industry. Built exclusively
on Microsoft Azure and available within 140 countries, across 54
Microsoft data center regions around the world, MediaValet delivers
unparalleled enterprise class security, reliability, redundancy and
scalability while offering the largest global footprint of any DAM
solution. In addition to providing all core DAM capabilities and
local desktop‐to‐sever‐to‐cloud support for creative teams,
MediaValet offers industry leading integrations with Slack, Adobe
Creative Suite, Microsoft Office 365, Oracle Marketing Cloud
(Eloqua), Wrike, Drupal 8, WordPress, Hootsuite and many other
best‐in‐class 3rd party applications.
Follow
MediaValet: Blog, Twitter and LinkedIn
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.
This news release contains forward‐looking
information that involve various risks and uncertainties regarding
future events. Such forward‐looking information can
include without limitation statements based on current expectations
involving a number of risks and uncertainties and are not
guarantees of future performance of the Company, such as statements
that the Company intends to (i) undertake the Offering and the
anticipated use of proceeds of the Offering, (ii) appoint an
additional director and a board observer; (iii) make the Exchange
Offer; and (iv) complete the Consolidation. There are numerous
risks and uncertainties that could cause actual results and the
Company's plans and objectives to differ materially from those
expressed in the forward‐looking information,
including: (i) adverse market conditions; (ii) the inability of the
Company to complete the Offering at all or on the terms announced
for whatever reason, including counterparty risks in completing
necessary private placement documentation; (iii) that any of the
debenture holders accept the Exchange Offer; (v) the proceeds of
the Offering will be used in the discretion of management and may
be, for valid business reasons, be spent differently than as set
out in this news release; and (vi) the TSX Venture Exchange not
approving the Offering, the Exchange Offer, the director nominees
or the Consolidation, any one of which could affect the other.
Actual results and future events could differ materially from those
anticipated in such information. These and all subsequent written
and oral forward‐looking information are based on
estimates and opinions of management on the dates they are made and
are expressly qualified in their entirety by this notice. Except as
required by law, the Company does not intend to update these
forward‐looking statements
SOURCE MediaValet Inc.
