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.
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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.