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File: SoMedia - News Release - Prospectus & Financing - July 23 2015.pdf

                                                                                Change the way
                                                                                you think about video.


        NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
                       DISSEMINATION IN THE UNITED STATES

FOR IMMEDIATE RELEASE

                     SoMedia Networks Announces Filing of Final Prospectus

Vancouver, British Columbia: July 23, 2015 � SoMedia Networks Inc. (TSX-V:VID) ("SoMedia" or
the "Company"), pioneer of scalable video production solutions, announces that it has filed a final
prospectus and obtained a receipt from the British Columbia Securities Commission, as principal
regulator for the final prospectus, to qualify the distribution of securities issuable upon the conversion
of 4,766,922 special warrants (the "Special Warrants"), and 251,400 agents' special warrants (the
"Agent Special Warrants"), previously distributed by the Company pursuant to private placements
which closed on May 21, 2015 and June 15, 2015.

As a result of the filing of the prospectus, the Special Warrants and the Agent Special Warrants are
deemed to have been exercised. Upon exercise of the Special Warrants, the Company will issue
4,766,922 common shares and 2,383,461 common share purchase warrants. Each warrant entitles
the holder to acquire one additional common share of the Company at a price of $0.315, with 1,720,000
warrants expiring on May 21, 2020 and 663,461 warrants expiring on June 15, 2020. Upon exercise
of the Agent Special Warrants, the Company will issue 251,400 non-transferable agent warrants, each
of which will entitle the holder to acquire one unit of the Company (the "Agent Unit"), with 206,400
being exercisable at a price of $0.25, until May 21, 2017, and 45,000 being exercisable at a price of
$0.26, until June 15, 2017. Each Agent Unit will consist of one common share of the Company and
one-half of one common share purchase warrant; with a full warrant entitling the holder to acquire a
further common share of the Company at a price of $0.35 per share for a period of 24 months following
the issuance of the overlying Agent Special Warrants.

In connection with the conversion of the Special Warrants, the Company will also issue 292,400
common shares as a result of a penalty provision contained in one series of the Special Warrants.
The issuance of these shares is also qualified under the prospectus.

The prospectus also qualifies the distribution of up to 20,000,000 units of the Company, to be issued
at a price of $0.10 per unit, for gross proceeds of up to $2,000,000. Each unit will consist of one
common share of the Company and one common share purchase warrant (an "Offering Warrant"),
which will entitle the holder to acquire one additional common share of the Company at a price of
$0.125 per share for a period of 36 months following closing. Euro Pacific Canada Inc., and Maison
Placements Canada Inc., have acted as agents in connection with the offering. On closing of the
offering, the agents are entitled to receive a cash commission equal to 6% of the gross proceeds of
the offering, a corporate finance fee and agents' warrants equal to 6% of the number of units sold
under the offering (the "Agent Unit Warrants"). Each Agent Unit Warrant will be exercisable, at a
price of $0.10 per share for a period of 24 months following closing, and will entitle the holder to acquire
a unit of the Company consisting of one common share of the Company and one common share
purchase warrant on the same terms as the Offering Warrant.

After deducting the costs of the Special Warrant and unit offerings, the Company will utilize the
proceeds of the offerings to fund ongoing sales, marketing and production operations, reduce existing
payables and for general working capital purposes. For a more detailed description of the use of
proceeds from the offering, readers are encouraged to review a copy of the prospectus, available
under the Company's profile on SEDAR (www.sedar.com).



           220 Cambie Street, Suite 401 Vancouver, BC Canada V6B 2M9 | Tel: 604.683.5510 | somedia.net
 
                                                         -2-


The prospectus has been filed in the provinces of British Columbia, Alberta and Ontario. Closing of
the offering is subject to a number of conditions, including the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory
authorities. The offering is expected to close on July 29, 2015.

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.

 Company Contact:                                                 Media Contact:
 George Fleming, Founder & CEO                                    Annette Leach, Hotwire PR
 Tel: 604.683.5510                                                Tel: 415.840.2790
 Email: gfleming@somedia.net                                      Email: somedia@hotwirepr.com
 Greg Werbowski, Corporate Communications
 Tel: 604.683.5510 ext. 590
 Email: gwerbowski@somedia.net
 Investor Relations Contact: The Howard Group Inc.
 Dave Burwell / Brad Dryer
 Toll Free: 1.888.221.0915
 403.221.0915
 dave@howardgroupinc.com
 brad@howardgroupinc.com
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
offering, including the receipt of TSXV approval of the offering of Units contemplated under the prospectus,
the approval of all applicable securities regulatory authorities to the offering, the closing of the offering and
the use of proceeds of the offering. 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.