VANCOUVER, Sept. 12, 2019 /CNW/ - MediaValet Inc. (TSX-V:MVP) (the "Company") is pleased to announce that, further to its news release of August 21st, 2019, it has closed its offering to the holders of its convertible debentures (the "Debentures") and associated common share purchase warrants (the "Debenture Warrants") in exchange for units (the "Units") at the rate of one Unit for each $0.525 principal amount of the Debentures retired. The Units consist of one share and one common share purchase warrant, each warrant exercisable to acquire an additional common share for $0.90 per share for a period expiring on September 12th, 2022. The expiry of the warrants is subject to acceleration on the same terms as the warrants issued pursuant to the private placement offering which closed on September 10th, 2019.
Pursuant to the Debt Settlement, the Company has issued 2,287,162 Units for a total settlement of $1,200,762 convertible debentures. The participating holders of the Debentures and Debenture Warrants have agreed to the cancellation of their respective Debentures and Debenture Warrants in Exchange for the Units. Holders of an aggregate $350,000 of the Debentures and 466,666 Debenture Warrants, have elected to not participate and will retain their existing Debentures and Debenture Warrants.
Debentures settled by insiders of the Company accounted for 1,952,531 Units representing approximately $1,025,080 of the principal amount settled. Such participation constituted a "related party transaction" within Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units issued, or the consideration paid by such person, did not exceed 25% of the Company's market capitalization.
All securities issued in connection with the settlement of the Debentures are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on January 13, 2020.
The transaction is subject to the final approval of the TSX Venture Exchange.
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 Exchange Settlement 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 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 enterprise DAM capabilities, local desktop-to-server support for creative teams, and overall cloud redundancy and management for all source, WIP and final assets, MediaValet offers industry leading integrations into Slack, Adobe Creative Suite, Microsoft Office 365, WorkFront, 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 STATEMENT
Neither TSX Venture 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.
Information set forth in this news release contains forward-looking information and statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The terms and phrases "goal", "commitment", "guidance", "expects", "would", "will", "continuing", "drive", "believes", "indicate", "look forward", "grow", "outlook", "forecasts", "intend", and similar terms and phrases are intended to identify these forward-looking statements, including but not limited to statements regarding the receipt of regulatory approvals for the settlement. The Company cautions that all forward looking information and statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to the Company's ability to receive all necessary regulatory approvals. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
SOURCE MediaValet Inc.