Mr. George Fleming reports
SOMEDIA COMPLETES LONG TERM DEBT RESTRUCTURING & AMENDS PRIVATE
PLACEMENT OFFERING
SoMedia Networks Inc. has restructured an existing debenture (Photon Global Ltd.) that matured in the
quarter whereby the original principal and interest is rolled into a new debenture maturing
on June 30, 2016. The debenture, valued at $547,936, bears interest at 10 per cent per year, compounded
monthly. The interest on the debenture is convertible at the discounted market price at the time of
conversion, with a minimum exercise price of 25 cents per share. The debenture may be called by the
company at any time. If the call is made in the first 12 months of the debenture, the company must pay
an additional penalty of 15 per cent of the outstanding value of the debenture, including accrued interest, at the
time of the call. An incentive of $55,160.97 was included to induce the original investor to accept the terms
of the new agreement, and will be paid over the next nine months. This incentive is accounted for as a short-term loan.
SoMedia is also amending the terms of its previously announced non-brokered private placement offering of up to 4,722,223 units at a price of 18 cents per unit for gross proceeds of up to
$850,000. The amended offering will be a non-brokered private placement offering of up to 5,312,500 units at a price of 16 cents per unit for gross proceeds of up to $850,000. Each
unit will consist of one common share of the company and one-half of one share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the
company at a price of 25 cents per share for a period of two years from the date of issuance. The proceeds
of the amended offering will be used for general working capital purposes.
The company may pay finders' fees in connection with the amended offering, subject to compliance with
the policies of the TSX Venture Exchange. Completion of the amended offering remains
subject to the approval of the TSX Venture Exchange. All securities issued under the amended offering or
the debenture will have a four-month statutory hold period.
We seek Safe Harbor.
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