VANCOUVER, Sept. 10, 2019 /CNW/ - MediaValet Inc. (TSX-V: MVP) (the "Company") is pleased to announce it has closed the $3.5 million brokered private placement announced August 21, 2019 (the "Private Placement").
The Private Placement was over-subscribed and consisted of 6,666,666 Units at $0.525 for aggregate gross proceeds of $3.5 million. Each Unit consisted of one common share of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Share at a price of $0.90 on or before September 10, 2022. 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.
In connection with the over-subscribed Private Placement, the Company paid Cormark Securities Inc. ("Cormark") a cash commission of 7% of the gross proceeds of the Private Placement and issued to Cormark 136,111 warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder to acquire one common share at an exercise price of $0.90 on or before September 10, 2022.
David MacLaren, the Chief Executive Officer, of the Company participated in the private placement and acquired 92,500 Units. The purchase constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units issued to or the consideration paid by such insider did not exceed 25% of the Company's market capitalization.
All securities issued in connection with the Private Placement are subject to statutory hold period of four months plus a day in accordance with applicable securities legislation ending on January 11, 2020.
The net proceeds received from the Private Placement will be used by the Company to fund current operations and working capital, increase sales and enhance technology, and for general corporate purposes.
In addition, the Company welcomes Francis Shen to the board of directors. Mr. Shen is the President of Shen Capital Corporation, a private investment company. Mr. Shen was the former Chairman, Co-Chief Executive Officer and founder of Aastra Technologies Ltd. The company was merged with Mitel Network Corporation in 2014 after 30 years of leadership under Mr. Shen. Aastra was one of the top global players in the enterprise communications market that provided products and services to over 100 countries around the world. Mr. Shen was named Ontario's 2000 Entrepreneur of The Year in the Technology & Communications category by Ernst & Young. He is a board member of the Toronto General & Western Hospital Foundation, Toronto International Film Festival, ROM Board of Governors, and a founding board member of NEXT Canada. Mr. Shen also founded [email protected], a start-up incubator at the University of Toronto Institute for Aerospace Studies.
This new 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 that are issued pursuant to the Private Placement 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 law 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.
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.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements, including statements regarding the Private Placement, including the use of proceeds from the Private Placement, and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, and which are described in the Company's public filings available under its profile at www.sedar.com. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company does not intend to update any of the included forward-looking statements except as required by Canadian securities laws.
SOURCE MediaValet Inc.