Mr. Chris Giordano reports

MIMEDIA ANNOUNCES AMENDMENTS TO OUTSTANDING CONVERTIBLE DEBENTURES

Mimedia Holdings Inc. has obtained the consent, by extraordinary resolution, of the holders of its outstanding $1,000 principal amount unsecured convertible debentures issued on March 14, 2023, and July 20, 2023, approving certain amendments to the convertible debenture indenture governing the debentures dated March 14, 2023, as supplemented by a supplemental indenture dated as of July 20, 2023, between the company and Odyssey Trust Company, in its capacity as trustee for the debentures, to: (i) extend the maturity of the debentures from March 14, 2026, to June 27, 2027; and (ii) increase the interest rate payable on the debentures from 10.0 per cent per annum to 12.5 per cent per annum.

In accordance with the extraordinary resolution of debentureholders, the company entered into a second supplemental indenture dated as of March 13, 2026, with the debenture trustee to effect the debenture amendment. As of the date hereof, there are 3,195 debentures outstanding in an aggregate principal amount of $3,195,000.

In connection with the approval of the debenture amendments by debentureholders and in accordance with the terms of the second supplemental debenture indenture and for no additional consideration, the company will issue to each debentureholder, in respect of each debenture held: (i) 769 subordinate voting share purchase warrants of the company with an exercise price of 65 cents per share; and (ii) 500 subordinate voting share purchase warrants of the company with an exercise price of $1 per share. Each 65-cent warrant will be exercisable to acquire one subordinate voting share of the company at an exercise price of 65 cents any time on or after June 27, 2026, until June 27, 2027 (the expiry date of the 65 cents warrants), and each $1 warrant will be exercisable to acquire one subordinate voting share of the company at an exercise price of $1 any time on or after June 27, 2026, until June 27, 2027 (the expiry date of the $1 warrants).

Following completion of the debenture amendments and issuance of the warrants, the terms of the debentures will mirror, in all material respects, the terms of the outstanding $1,000 principal amount unsecured convertible debentures issued by the company on June 27, 2025. The warrants will be issued pursuant to the terms and conditions of supplemental indentures to the original warrant indentures (setting out the terms and conditions of the 65-cent warrants and $1 warrants, respectively) dated as of June 27, 2025, between the company and Odyssey Trust Company, in its capacity as warrant agent for the warrants, entered into in connection with the offering of the 2027 debentures. All subordinate voting share purchase warrants previously issued in connection with the original issuance of the debentures expired on March 14, 2025, in accordance with their terms.

The completion of the debenture amendments and issuance of the warrants are subject to the final acceptance of the TSX Venture Exchange.

A copy of the second supplemental debenture indenture and each of the supplemental warrant indentures will be filed under the company's profile on SEDAR+.

About Mimedia Holdings Inc.

Mimedia provides a next-generation consumer artificial intelligence 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 smart phone makers and telecom carriers globally, and provides its partners with recurring revenue streams, improved customer retention and market differentiation. The platform services millions of engaged users around the world.

We seek Safe Harbor.