New York, New York--(Newsfile Corp. - March 13, 2026) - MiMedia Holdings Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the "Company") announced today that it has obtained the consent, by extraordinary resolution, of the holders (the "Debentureholders") of its outstanding $1,000 principal amount unsecured convertible debentures issued on March 14, 2023 and July 20, 2023 (the "Debentures") approving certain amendments to the convertible debenture indenture governing the Debentures dated March 14, 2023, as supplemented by a supplemental indenture dated as of July 20, 2023, between the Company and Odyssey Trust Company, in its capacity as trustee for the Debentures (the "Debenture Trustee"), to: (i) extend the maturity of the Debentures from March 14, 2026 to June 27, 2027; and (ii) increase the interest rate payable on the Debentures from 10.0% per annum to 12.5% per annum (together, the "Debenture Amendments").
In accordance with the extraordinary resolution of Debentureholders, the Company entered into a second supplemental indenture dated as of March 13, 2026 (the "Second Supplemental Debenture Indenture") with the Debenture Trustee to effect the Debenture Amendment. As of the date hereof, there are 3,195 Debentures outstanding in an aggregate principal amount of $3,195,000.
In connection with the approval of the Debenture Amendments by Debentureholders, and in accordance with the terms of the Second Supplemental Debenture Indenture and for no additional consideration, the Company will issue to each Debentureholder, in respect of each Debenture held: (i) 769 subordinate voting share purchase warrants of the Company with an exercise price of $0.65 per share (the "$0.65 Warrants"); and (ii) 500 subordinate voting share purchase warrants of the Company with an exercise price of $1.00 per share (the "$1.00 Warrants", and together with the $0.65 Warrants, the "Warrants"). Each $0.65 Warrant will be exercisable to acquire one subordinate voting share of the Company at an exercise price of $0.65 any time on or after June 27, 2026 until June 27, 2027 (the expiry date of the $0.65 Warrants) and each $1.00 Warrant will be exercisable to acquire one subordinate voting share of the Company at an exercise price of $1.00 any time on or after June 27, 2026 until June 27, 2027 (the expiry date of the $1.00 Warrants).
Following completion of the Debenture Amendments and issuance of the Warrants, the terms of the Debentures will mirror, in all material respects, the terms of the outstanding $1,000 principal amount unsecured convertible debentures issued by the Company on June 27, 2025 ("2027 Debentures"). The Warrants will be issued pursuant to the terms and conditions of supplemental indentures (the "Supplemental Warrant Indentures") to the original warrant indentures (setting out the terms and conditions of the $0.65 Warrants and $1.00 Warrants, respectively) dated as of June 27, 2025 between the Company and Odyssey Trust Company, in its capacity as warrant agent for the Warrants, entered into in connection with the offering of the 2027 Debentures. All subordinate voting share purchase warrants previously issued in connection with the original issuance of the Debentures expired on March 14, 2025 in accordance with their terms.
The completion of the Debenture Amendments and issuance of the Warrants are subject to the final acceptance of the TSX Venture Exchange.
A copy of the Second Supplemental Debenture Indenture and each of the Supplemental Warrant Indentures will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
About MiMedia Holdings Inc.
MiMedia provides a next-generation consumer AI 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 millions of engaged users around the world.
FOR FURTHER INFORMATION PLEASE CONTACT:
Chris Giordano
President and CEO
+1 (888) 502-9398,
investors@mimedia.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
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 Debenture Amendments, the issuance of the Warrants and the final acceptance of the TSX Venture Exchange for the Debenture Amendments and the issuance of the Warrants. 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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Source: MiMedia Holdings Inc.