MiMedia Enters into Investor Relations Services Agreement with Dark Horse Capital and Advisory Services Agreement with Trinity Atlantic Capital

NEW YORK, Jan. 31, 2025 /CNW/ - MiMedia Holdings Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the "Company") announced today that it has engaged Dark Horse Capital, Ltd. ("Dark Horse Capital") to provide investor relations services in accordance with TSX Venture Exchange (the "Exchange") policies.  The Company also announced today that it has entered into an advisory services agreement (the "Advisory Agreement") with Trinity Atlantic Capital, Ltd. ("Trinity Atlantic Capital"), an arm's length service provider, pursuant to which Trinity Atlantic Capital will advise MiMedia with respect to Canadian stock exchange matters and business strategy. 

Dark Horse Capital – IR Agreement

Pursuant to the consulting services agreement (the "IRAgreement") entered into between the Company and Dark Horse Capital, Dark Horse Capital will assist the Company with strategic marketing, press releases, North American roadshows, the Company's overall investor relations strategy and related services.  The IR Agreement has a term of 12 months, which commenced on January 30, 2025.  The Company has agreed to pay Dark Horse Capital a fee of US$30,000 per month, payable monthly in arrears. 

There are no performance factors contained in the IR Agreement and Dark Horse Capital will not receive any securities of the Company as compensation.  Dark Horse Capital and the Company are unrelated and unaffiliated entities and neither Dark Horse Capital nor any of its principals has an interest, directly or indirectly, in any securities of the Company, or any right or intent to acquire such an interest.  The Agreement is subject to acceptance by the Exchange.

Dark Horse Capital provides a comprehensive range of services designed to empower financially stable, mid-sized companies to accelerate their future growth.  Its dedicated team has over two decades of investment acumen, profound marketing skills, and specialized expertise in lending, corporate structuring, and advisory services.

Trinity Atlantic Capital – Advisory Agreement

The Advisory Agreement has a term of 12 months, which commenced on January 30, 2025 (the "Effective Date").

Pursuant to the Advisory Agreement, MiMedia has agreed to issue $150,000 of non-transferable share purchase warrants (the "Warrants") to Trinity Atlantic Capital in four tranches on the following schedule: (i) $37,500 of Warrants on March 31, 2025; (ii) $37,500 of Warrants on June 30, 2025; (iii) $37,500 of Warrants on September 30, 2025; and (iv) $37,500 of Warrants on December 31, 2025.  Subject to the policies of the Exchange, the strike price for each tranche of Warrants will be calculated based on the 10-day volume weighted average trading price of the subordinate voting shares of the Company prior to their date of issuance (the "Strike Price").    Each Warrant will entitle Trinity Atlantic Capital to acquire one subordinate voting share in the capital of MiMedia at the Strike Price until the date that is 5 years from their date of issuance.  MiMedia will use the Black-Scholes model to value the Warrants in order to calculate the number of Warrants issuable per tranche. 

The issuance of the Warrants remains subject to the approval of the Exchange.  Each tranche of Warrants will be subject to a four month hold period from their date of issuance.

Pursuant to the Advisory Agreement, MiMedia also issued Trinity Atlantic Capital 500,000 restricted stock units (the "RSUs") valued at $0.47 per RSU, or $235,000 in aggregate, as of the Effective Date pursuant to its Amended and Restated Omnibus Equity Incentive Plan.  The RSUs will vest on the date that is 12 months following the Effective Date; provided that MiMedia does not terminate the Advisory Agreement prior to the conclusion of its term as a result of a material breach of the Advisory Agreement by Trinity Atlantic Capital.

About MiMedia:  MiMedia Holdings Inc provides an AI based 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, many of which are based on advanced and proprietary AI technologies.  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 more information about MiMedia, visit: www.mimedia.com.

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 investor relations activities to be performed by Dark Horse Capital, the approval of the Exchange of the IR Agreement, the advisory services to be performed by Trinity Atlantic Capital, the issuance of the Warrants and approval of the Exchange for 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.

NEITHER THE 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.

SOURCE MiMedia