Latest news with #SubordinateVoting
Hamilton Spectator
10 hours ago
- Business
- Hamilton Spectator
VERSES® Announces Consolidation of Class A Subordinate Voting Shares
VANCOUVER, British Columbia, June 20, 2025 (GLOBE NEWSWIRE) — VERSES AI Inc. (CBOE: VERS) (OTCQB: VRSSD) ('VERSES'' or the 'Company'), a cognitive computing company specializing in next-generation agentic software systems, announces the Company is consolidating all of its issued and outstanding Class A Subordinate Voting Shares (the 'Subordinate Voting Shares') on the basis of one (1) post-consolidated Subordinate Voting Share for every three (3) pre-consolidated Subordinate Voting Shares held (the 'Consolidation'). The Company's stock symbol will change to VRSSD following the Consolidation. The Company's board of directors approved the Consolidation on June 10, 2025. Trading of the Subordinate Voting Shares on a post-Consolidation basis on Cboe Canada Inc. ('Cboe') is expected to commence on or about June 23, 2025. The new CUSIP number for the Subordinate Voting Shares will be 92539Q604 and the new ISIN number will be CA92539Q6040. As of the date hereof, the Company currently has 26,239,469 Subordinate Voting Shares issued and outstanding. The Consolidation will reduce the number of outstanding Subordinate Voting Shares to approximately 8,746,490 Subordinate Voting Shares issued and outstanding. Holders of physical share certificates of the Company are required to complete and return a letter of transmittal to the Company's transfer agent, Endeavor Trust Corporation, in order to receive their post-Consolidation Subordinate Voting Shares. Please visit for guidance on the process for returning your pre-consolidation share certificates and receiving your post-Consolidation Subordinate Voting Shares. Shareholders whose shares are represented by a direct registration system statement will automatically receive their post-Consolidation Subordinate Voting Shares without any further action. Shareholders who hold their shares through an intermediary are encouraged to contact their intermediaries if they have any questions. No fractional Subordinate Voting Shares will be issued under the Consolidation as fractional Subordinate Voting Shares will be rounded either up or down to the nearest whole number of Subordinate Voting Shares. The exercise price and number of Subordinate Voting Shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, will also be adjusted in accordance with the Consolidation ratio. About VERSES VERSES® is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius,™ is an agentic enterprise intelligence platform designed to generate reliable domain-specific predictions and decisions under uncertainty. Imagine a Smarter World that elevates human potential through technology inspired by Nature. Learn more at , LinkedIn and X . On behalf of the Company Gabriel René, Founder & CEO, VERSES AI Inc. Press Inquiries: press@ Investor Relations Inquiries James Christodoulou, Chief Financial Officer IR@ , +1(212)970-8889 Cautionary Note Regarding Forward-Looking Statements This news release contains statements which constitute 'forward-looking information' or 'forward-looking statements' within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information and forward-looking statements are often identified by the words 'may', 'would', 'could', 'should', 'will', 'intend', 'plan', 'anticipate', 'believe', 'estimate', 'expect' or similar expressions. More particularly and without limitation, this news release contains forward–looking statements and information relating to the expectation that the Company will complete the Consolidation; the effective date of the Consolidation; the number of Subordinate Voting Shares outstanding following the Consolidation; the treatment of fractional shares in the Consolidation; and other statements that are not historical facts. The forward–looking statements and information are based on certain key expectations and assumptions made by the management of the Company. As a result, there can be no assurance that such plans will be completed as proposed or at all. Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company will complete the Consolidation; that the Company will receive the necessary approvals to complete the Consolidation; that the number of Subordinate Voting Shares outstanding following the Consolidation will be consistent with the number set out herein; and that the treatment of fractional shares will align with management's current expectations. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward–looking statements and information since no assurance can be given that they will prove to be correct. Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward–looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to complete the Consolidation on the effective date, or at all; the number of post-Consolidation Subordinate Voting Shares may be different from the number set out herein and other risks detailed from time to time in the filings made by the Company in accordance with securities regulations. Accordingly, readers should not place undue reliance on the forward–looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward–looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward–looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
Yahoo
4 days ago
- Business
- Yahoo
MiMedia Announces C$3,000,000 Private Placement of Convertible Debenture Units
New York, New York--(Newsfile Corp. - June 16, 2025) - MiMedia Holdings Inc. (TSXV: MIM) (OTCQB: MIMDF) (FSE: KH3) ("MiMedia" or the "Company"), announced today that it intends to complete a non-brokered private placement of up to 3,000 convertible debenture units of the Company (the "Debenture Units"), at a price of C$1,000 per Debenture Unit, to raise aggregate gross proceeds of up to C$3,000,000 (the "Offering"). Each Debenture Unit will be comprised of: (i) one C$1,000 principal amount unsecured convertible debenture of the Company (a "Convertible Debenture"); (ii) 769 subordinate voting share purchase warrants of the Company with an exercise price of $0.65 per share (each, a "$0.65 Warrant"); and (iii) 500 subordinate voting share purchase warrants of the Company with an exercise price of $1.00 per share (each, a "$1.00 Warrant"). The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time on and after the date that is 12 months following the closing date of the Offering ("Closing Date") and prior to maturity, into subordinate voting shares of the Company (the "Subordinate Voting Shares") at a conversion price of C$0.50 per Subordinate Voting Share (the "Conversion Price"). Each $0.65 Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of C$0.65 any time on or after the date that is 12 months following the Closing Date until the date that is 24 months from the Closing Date. Each $1.00 Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of C$1.00 any time on or after the date that is 12 months following the Closing Date until the date that is 24 months from the Closing Date. The Convertible Debentures will mature 24 months from the Closing Date and will bear interest at a rate of 12.5% per annum, payable in cash or Subordinate Voting Shares, at the option of the Company, on a semi-annual 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 (the "Exchange") and the issue price per Subordinate Voting Share shall be at the then applicable Market Price (as such term is defined in the applicable policies of the Exchange). The first interest payment date for the Convertible Debentures will be December 31, 2025. If, at any time following the date that is 12 months plus 10 trading days from the Closing Date, the daily volume weighted average trading price of the Subordinate Voting Shares on the Exchange is greater than C$1.00 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 Company shall have the option to increase the size of the Offering by up to C$1,000,000 (the "Over-Allotment Option"). Assuming the full exercise of the Over-Allotment Option, the aggregate gross proceeds of the Offering will be C$4,000,000. The net proceeds of the Offering will be used for working capital and for general corporate purposes. In connection with the Offering, and subject to regulatory requirements, the Company may pay finder's fees or commissions of up to 5% of the gross proceeds of the Offering, and such finder's fees or commission may be satisfied in cash or Debenture Units, or any combination of cash and Debenture Units. The closing of the Offering 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. None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. Termination of Investor Relations Services Agreement The Company is also announcing today that the Company and Dark Horse Capital, Ltd. ("Dark Horse") have mutually agreed to terminate the previously announced investor relations services agreement between the parties. (See the press release of Company dated January 31, 2025.) The agreement was terminated effective as of June 15, 2025. Pursuant to the termination agreement, the Company and Dark Horse have released each other from any outstanding obligations under the investor relations services agreement. The Company wishes to thank Dark Horse for its efforts. About MiMedia MiMedia Holdings Inc. provides a 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. 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 engaged users around the world. For further information, please contact Chris Giordano, Chief Executive Officer, +1 888 502 9398, or MiMedia Investor Relations, investors@ C: +34 677 38 52 51. 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 Offering; the expected gross proceeds of the Offering; the use of proceeds of the Offering; the final terms of the Debenture Units and the securities underlying the Debenture Units; any potential exercise of the Over-Allotment Option; and the anticipated closing of the Offering. 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 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. NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES To view the source version of this press release, please visit
