MiMedia Holdings Inc. announced hat it has entered into an agreement with Canaccord Genuity Corp., as lead underwriter on behalf of a syndicate of agents private placement financing 5,000 convertible debenture units at an issue price of CAD 1,000 per unit for the gross proceeds of CAD 5,000,000 on February 14, 2023. Each Debenture Unit will be comprised of: one CAD 1,000 principal amount unsecured convertible debenture and 1,000 subordinate voting share purchase warrants of the Company. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time prior to maturity, into subordinate voting shares of the Company at a conversion price of CAD 0.50 per Subordinate Voting Share.

Each Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of CAD 0.65 for a period of 24 months from the closing date of the transaction. The Convertible Debentures will mature 36 months from the Closing Date and will bear interest at a rate of 10% per annum, payable in cash or Subordinate Voting Shares, at the option of the Company, on a semiannual 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 and the issue price per Subordinate Voting Share shall be at the then applicable Market Price.

The daily volume weighted average trading price of the Subordinate Voting Shares on the Exchange is greater than CAD 1 per Subordinate Voting Share for the preceding 10 consecutive trading days, the Company shall have the option to convert all of the principal amount of the then outstanding Convertible Debentures into Subordinate Voting Shares at the Conversion Price with at least 30 days' prior written notice to the holders of Convertible Debentures. The Agent further shall have the option, exercisable at any time up to 48 hours prior to the closing of the transaction, to increase the size of the Offering by up to CAD 2,000,000. Assuming the full exercise of the Agent's Option, the aggregate gross proceeds of the Offering will be CAD 7,000,000.

the Company will pay to the Agent  a cash commission equal to 5.0% of the aggregate gross proceeds of the transaction payable in cash or Debenture Units, or any combination of cash and Debenture Units, at the option of the Lead Agent; and warrants exercisable at any time prior to the date that is 24 months from the Closing Date to acquire that number of units which is equal to 5.0% of the gross proceeds of the transaction divided by the Conversion Price, at an exercise price per Agents' Unit equal to the Conversion Price. The closing of the transaction is subject to customary closing conditions and the receipt of all required regulatory approvals, including but not limited to the approval of the Exchange. All securities issued pursuant to the Offering will be subject to a statutory four month hold period from their date of issuance.