Vancouver, BC – December 30th, 2022 - MediaValet Inc. (TSX: MVP) (the “Company” or “MediaValet”) is pleased to announce the launch of a non-brokered private placement to raise $3.0 million for the Company (the "Offering"), and the addition of Mr. Geordie Henderson to its Board of Directors. The Offering will consist of 2,307,700 units (the "Units") at a price of $1.30 per Unit, representing a 15% premium on yesterday's closing trading price on the TSX and approximately 9% premium to the volume weighted average trading price for the five previous trading days, for gross proceeds of $3,000,010.
Each Unit consists of one common share of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one Share at a price of $1.50 for a period of 36 months from the closing of the Offering. The Warrants have an acceleration clause that provides that if the closing price of the Shares on the TSX is greater than $2.50 for 20 consecutive trading days, then the Company may, within ten (10) days, accelerate the expiry of the Warrants by issuing a press release announcing that any unexercised Warrants will terminate on the 30th day (including non-trading days) after the date on which such notice was given. The Company will also give written notice to the holders of Warrants not less than thirty (30) days prior to the accelerated expiry date of the Warrants.
The net proceeds received from the Offering will be used by the Company for general working capital.
The entire Offering, which was negotiated between the Company and Shen Capital, is being subscribed for by Insiders of the Company. This will result in total potential dilution to Shareholders from the issuance to Insiders of 4,615,400 Shares (2,307,700 Shares comprised in the Units and 2,307,700 Warrant Shares), representing approximately 11.3% of the currently outstanding Shares (approximately 10.2% of the outstanding Shares after the Offering and exercise of the Warrants). Shen Capital Partners Inc. ("Shen Capital") a longtime shareholder of the Company, has agreed to subscribe, directly or through an affiliate, for 1,923,077 Units and David Miller, the Chief Financial Officer of the Company, has agreed to subscribe for 384,623 Units. Shen Capital currently holds 7,677,786 Shares (representing approximately 18.83% of the outstanding Shares on an undiluted basis, and has one representative on the Board of Directors, Mr. Francis Shen. Mr. Shen was appointed pursuant to a Board Rights Agreement entered into between the Company and Shen Capital entered into in August, 2019.
The Company currently has 40,775,122 Shares outstanding. Upon completion of the Offering, the Company will have 43,082,822 Shares outstanding (assuming no Shares are issued upon exercise of outstanding stock options or the Warrants). With its participation in the Offering, Shen Capital will increase its holdings to 9,600,863 Shares, and will hold Warrants that could increase its holdings (if exercised) to 11,523,940 Shares. Accordingly, on completion of the Offering Shen Capital will hold 22.28% of the outstanding Shares (on an undiluted basis) and 25.61% of the outstanding Shares on a partially diluted basis (assuming Shen Capital exercises all of its Warrants and no other Shares are issued).
The TSX requires, under 604(a)(i) of the TSX Company Manual, that any transaction that will materially affect control of a company on the TSX be approved by the security holders of the company. The TSX considers that the acquisition of greater than 20% of the outstanding Shares by Shen Capital will materially affect control of the Company. In addition, the TSX requires shareholder approval pursuant to 607(g)(ii) of the TSX Company Manual for share issuances over 10% to Insiders. The Company intends to seek approval with the written consent of the disinterested shareholders holding more than 50% of the outstanding voting shares, excluding 7,724,786 shares held by Shen Capital and its affiliate, or by David Miller, in accordance with section 604(d) of the TSX Company Manual.
The private placement with Shen Capital and with David Miller are considered a related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements set out in sections 5.5(a) and 5.7(a) Fair Market Value Not More than 25 Per Cent of Market Capitalization, respectively of MI 61-101.
All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation.
This news 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 Offering 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.
Geordie Henderson: Welcoming and Bio
"We welcome the addition of Mr. Henderson to our Board of Directors," commented Rob Chase, Executive Chair of MediaValet. "He brings impressive credentials in high-growth SaaS, engineering, tech business development, tech M&A and product leadership to our Board. With our recent step-function increase in our R&D team and spend, and with our mission to win a leader share of the rapidly growing DAM market, we identified technical leadership as a priority to round out our board competencies. I am very proud of the breadth and depth of experience and capability we have on our board which covers the spectrum from governance to high-growth SaaS start-up finance, M&A, sales, marketing, HR and business development. This mirrors the key functions and expertise on the MediaValet team required to deliver on the MediaValet mission."
Geordie joins MediaValet with 20+ years of technology leadership and executive experience in building software companies, products, and high-performing engineering teams. Most recently, Geordie spent 3.5 years as a General Manager at Amazon Web Services where he led large scale, core cloud messaging services. Prior to that he was the SVP of Engineering and Operations at Bench Accounting. Geordie was also an early employee of Hootsuite, where he grew with the company from product director to VP, Engineering as the organization scaled rapidly to 1000+ employees. Earlier in his career, Geordie co-founded Metalogix Software; a Microsoft ISV that specialized in content migration and SharePoint upgrades. He and his partners grew the company through to successful sale to private equity in 2008. In addition, Geordie advises venture capital firms on scaling technology and engineering organizations, including M&A transactions on both the buy and sell side. He has worked with companies like Allocadia, Rewind, and Checkfront on their strategies to work through rapid growth. Geordie is currently on the board of New Ventures BC, and is a member of the UBC Faculty of Applied Science Dean's Advisory Council. Geordie holds a BSc in Computer Science from UBC and a BA, North American Studies, from McGill University.
About MediaValet Inc.
MediaValet stands at the forefront of the enterprise, cloud-based digital asset management and creative operations industries. Built exclusively on Microsoft Azure and available across 61 Microsoft data center regions, covering 140 countries around the world, MediaValet delivers unparalleled enterprise-class security, reliability, redundancy, compliance, and scalability; while offering the largest global footprint of any DAM solution. In addition to providing enterprise DAM capabilities at a global scale, desktop-to-server-to-cloud support for creative teams, and overall cloud redundancy, security 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, WordPress and many other best-in-class 3rd party applications.