Conclusion of an Agreement in Principle With Respect to a Qualifying Transaction Between Orletto Capital II Inc. and MiMedia ...
July 30 2019 - 8:56AM
Benoit Chotard, President of Orletto Capital II Inc. (“Orletto”)
(TSX-V “OLT.P”), a Capital Pool Company, is pleased to announce the
conclusion of an agreement in principle with MiMedia Inc.
(“MiMedia”) for the realization of a qualifying transaction, as per
Policy 2.4 of the TSX Venture Exchange (the “Exchange”).
According to the terms of the agreement in
principle, Orletto proposes a business combination with MiMedia at
an exchange ratio of 10% for the shareholders of Orletto and 90%
for the shareholders of MiMedia, calculated prior to any additional
financing. The qualifying transaction is subject to various
conditions such as its approval by the board of directors of
Orletto and MiMedia and the completion of a concurrent private or
public placement of a minimum of USD3,000,000 and a maximum of
USD12,000,000. Furthermore, the Exchange has not considered the
merits of the contemplated qualifying transaction. A more detailed
press release will be subsequently published in order to provide
additional details on the contemplated qualifying transaction.
Consequently, trading in the common shares of Orletto will be
halted up until the publication of a press release announcing that
trading in the common shares is resumed.
About MiMedia
MiMedia’s next generation consumer cloud enables
consumers to access all their personal content, on any device or
operating system, whenever they want. MiMedia is dedicated to
reinventing the personal cloud. It’s the home our digital
memories deserve. MiMedia cares a lot about families and private
sharing and built a unique feature called “MiDrives,” which allow
for personal media to be kept securely and shared privately among
invited family and friends. The Company is about simplifying,
enjoying and sharing digital memories and offers consumers a rich
and engaging experience plus powerful tools to curate, personalize
and (re)discover personal content. MiMedia provides its OEM and
telco partners with high-margin, recurring revenue streams, an
ability to drive user acquisition and improve customer retention
and immediate market leadership with its unique platform. The
Company’s platform has millions of highly engaged users around the
world via its integration with six leading smartphone OEM partners.
MiMedia is NYC made, with people passionate about changing
consumers’ digital lives for the better.
Completion of the transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements,
majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be
considered highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this press release.
Contacts: |
Benoit Chotard |
Chris Giordano |
|
President and Director |
Chief Executive Officer |
|
Orletto Capital II Inc. |
MiMedia Inc. |
|
Telephone: (778) 996-4676 |
Telephone: (646) 598-1403 |
|
Email: benoitchotard@shaw.ca |
Email: chris@mimedia.com |
|
|
|
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