MiMedia Announces Closing of Private Placement of Convertible Debenture Units

New York, New York--(Newsfile Corp. - July 2, 2025) - MiMedia Holdings Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the "Company"), announced today that it has closed its previously announced private placement offering (the "Offering") of 12.5% unsecured convertible debenture units of the Company (the "Debenture Units"). Pursuant to the Offering, the Company issued and sold 3,872 Debenture Units for aggregate gross proceeds to the Company of C$3,872,000.

Each Debenture Unit consists 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 C$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 C$1.00 per share (each, a "$1.00 Warrant").

The outstanding principal amount of each Convertible Debenture is convertible, at the option of the holder thereof, at any time on and after June 27, 2026, 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 is exercisable to acquire one Subordinate Voting Share at an exercise price of C$0.65 any time on or after June 27, 2026 until June 27, 2027. Each $1.00 Warrant is exercisable to acquire one Subordinate Voting Share at an exercise price of C$1.00 any time on or after June 27, 2026 until June 26, 2027.

The Convertible Debentures will mature on June 27, 2027 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.

The net proceeds of the Offering will be used for working capital and general corporate purposes. MiMedia's CEO, Chris Giordano, noted, "We are pleased to close this financing, as it provides us with necessary capital to execute on anticipated Telco and OEM partner deployments and their anticipated smartphone shipments, including in the US, Mexico and Europe.

In connection with the Offering, the Company paid finder's fees of C$75,550 in cash to Canaccord Genuity Corp. and C$13,050 in cash to Ventum Financial Corp.

For further details concerning the Offering, please see the prior press release of the Company dated June 16, 2025.

The Offering remains subject to the final approval of the Exchange. All securities issued pursuant to the Offering will be subject to a statutory hold period expiring October 28, 2025.

Subject to the prior approval of the Exchange, the Company may complete additional closings of the Offering.

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.

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; and additional closings 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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