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VANCOUVER, British Columbia--SoMedia Networks Inc. ($VID:CA) (“SoMedia” or the “Company”), pioneer of scalable video production solutions, announces that it has entered into an agreement (the “Agreement”) with Difference Capital Financial Inc. (“Difference”) to restructure amounts owing to Difference under a convertible debenture (the “Debenture”) for $600,000 dated December 13, 2012 and convert a $360,000 promissory note dated November 1, 2013 (the “Note”) into Units of the Company.
Under the terms of the Agreement, Difference has agreed to extend the maturity date of the Debenture until July 17, 2016 (the “Maturity Date”). In consideration for the extension, the Company has agreed to pay to Difference a bonus payment of $10,000, and alter the conversion price of the Debenture to $0.20 per common share.
The Company and Difference have also agreed to convert the outstanding principal amount of the Note at a deemed price of $0.18 per Unit through the issuance of 2,000,000 units of the Company (the “Units”), with each Unit consisting of one common share and one-quarter of one share purchase warrant, each full warrant exercisable to acquire one additional common share at a price of $0.25 for a period of two years from the date of issuance. Outstanding interest owing under the Note will be settled, through the issuance of a convertible debenture in the principal amount of $86,000, which will be convertible to acquire common shares at a price of $0.20 per common share and will mature on June 17, 2016.
In addition, the Company announces that it will modify certain terms of the special warrants issued on May 21, 2015 and June 15, 2015. Subject to receipt of all required approvals, the underlying warrants (the “Warrants”) that will become issuable upon conversion of the 3,440,000 series 1 special warrants and the 1,326,922 series 2 special warrants issued by the Company on May 21, 2015 (the “Series 1 Closing Date”) and June 15, 2015 (the “Series 2 Closing Date”), respectively will be modified such that the Warrants will expire 60 months following the Series 1 Closing Date or the Series 2 Closing Date, as applicable, and the exercise price of the Warrants will be modified to $0.315 (from $0.35).
The Company also announces that it has re-filed the management’s discussion and analysis of the Company for the interim period ended March 31, 2015 in order to clarify certain disclosure.
The amendment of the Warrants, and the transactions contemplated under the Agreement, including the issuance of units and a convertible debenture, remain subject to the prior approval of the TSX Venture Exchange. There can be no assurance that such approval will be obtained in a timely fashion, or at all.
ABOUT SOMEDIA NETWORKS INC.
SoMedia Networks, the creator of Scalable Video, has reengineered how businesses access video content creation and production. The cloud-based SoMedia Platform allows businesses to easily order the production of custom video content at scale and volume, anywhere, on demand, with rapid turnaround, and at a fraction of current costs. SoMedia provides Scalable Video as an integrated solution together with advanced video players, analytics and campaign management tools to corporate partners, as a resale solution through thousands of web marketing firms and directly to digital agencies and millions of SMBs across North America. To learn more visit: www.somedia.net.
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. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws 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.
Certain information contained in this document may include "forward-looking information". Without limiting the foregoing, the information and any forward-looking information may include statements regarding the receipt of TSXV approval of the Forbearance and Settlement Agreement, including but not limited to, the amendments to the terms of the Debenture, the issuance of Units in settlement of the Note and the issuance of the convertible debenture in settlement of the accrued and unpaid interest on the Note; and receipt of all required approvals, including TSXV approval, in connection with the modifications to the Warrants. In this document, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or the Company management's good-faith beliefs with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risks and Uncertainties" in the Management's Discussion and Analysis of the Company for its most recent interim financial statements filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
The Company does not intend, nor does it undertake, any obligation to update or revise any forward-looking information or statements contained in this document to reflect subsequent information, events or circumstances or otherwise, except as required by applicable laws.
SoMedia Networks Inc.
George Fleming, Founder & CEO, 604-683-5510
Greg Werbowski, Corporate Communications, 604-683-5510 ext. 590
Investor Relations Contact: The Howard Group Inc.
Dave Burwell / Brad Dryer
Annette Leach, Hotwire PR, 415-840-2790
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