Mr. David MacLaren reports

MEDIAVALET ANNOUNCES $3.0 MILLION PRIVATE PLACEMENT OF UNITS

MediaValet Inc. has launched a non-brokered private placement to raise $3.0-million for the company and has added Geordie Henderson to its board of directors. The offering will consist of 2,307,700 units at a price of $1.30 per unit, representing a 15-per-cent premium on yesterday's closing trading price on the Toronto Stock Exchange and an approximately 9-per-cent premium to the volume-weighted average trading price for the five previous trading days, for gross proceeds of $3,000,010.

Each unit consists of one common share of the company and one share purchase warrant. Each warrant will entitle the holder to acquire one share at a price of $1.50 for a period of 36 months from the closing of the offering. The warrants have an acceleration clause that provides that, if the closing price of the shares on the TSX is greater than $2.50 for 20 consecutive trading days, then the company may, within 10 days, accelerate the expiry of the warrants by issuing a press release announcing that any unexercised warrants will terminate on the 30th day (including non-trading days) after the date on which such notice was given. The company will also give written notice to the holders of warrants not fewer than 30 days prior to the accelerated expiry date of the warrants.

The net proceeds received from the offering will be used by the company for general working capital.

The entire offering, which was negotiated between the company and Shen Capital Partners Inc., is being subscribed for by insiders of the company. This will result in total potential dilution to shareholders from the issuance to insiders of 4,615,400 shares (2,307,700 shares composed in the units and 2,307,700 warrant shares), representing approximately 11.3 per cent of the currently outstanding shares (approximately 10.2 per cent of the outstanding shares after the offering and exercise of the warrants). Shen Capital, a long-time shareholder of the company, has agreed to subscribe, directly or through an affiliate, for 1,923,077 units, and David Miller, the chief financial officer of the company, has agreed to subscribe for 384,623 units. Shen Capital currently holds 7,677,786 shares (representing approximately 18.83 per cent of the outstanding shares on an undiluted basis, and has one representative on the board of directors, Francis Shen. Mr. Shen was appointed pursuant to a board rights agreement entered into between the company and Shen Capital, entered into in August, 2019.

The company currently has 40,775,122 shares outstanding. Upon completion of the offering, the company will have 43,082,822 shares outstanding (assuming no shares are issued upon exercise of outstanding stock options or the warrants). With its participation in the offering, Shen Capital will increase its holdings to 9,600,863 shares, and will hold warrants that could increase its holdings (if exercised) to 11,523,940 shares. Accordingly, on completion of the offering, Shen Capital will hold 22.28 per cent of the outstanding shares (on an undiluted basis) and 25.61 per cent of the outstanding shares on a partially diluted basis (assuming Shen Capital exercises all of its warrants and no other shares are issued).

The TSX requires, under 604(a)(i) of the TSX company manual, that any transaction that will materially affect control of a company on the TSX be approved by the securityholders of the company. The TSX considers that the acquisition of greater than 20 per cent of the outstanding shares by Shen Capital will materially affect control of the company. In addition, the TSX requires shareholder approval pursuant to 607(g)(ii) of the TSX company manual for share issuances over 10 per cent to insiders. The company intends to seek approval with the written consent of the disinterested shareholders holding more than 50 per cent of the outstanding voting shares, excluding 7,724,786 shares held by Shen Capital and its affiliate, or by Mr. Miller, in accordance with Section 604(d) of the TSX company manual.

The private placement with Shen Capital and with Mr. Miller is considered a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements set out in sections 5.5(a) and 5.7(a) (Fair Market Value Not More than 25 Per Cent of Market Capitalization), respectively, of MI 61-101.

All securities issued in connection with the offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation.

Geordie Henderson: welcoming and bio

"We welcome the addition of Mr. Henderson to our board of directors," commented Rob Chase, executive chair of MediaValet. "He brings impressive credentials in high-growth [software as a service], engineering, tech business development, tech [mergers and acquisitions], and product leadership to our board. With our recent step-function increase in our [research and development] team and spend, and with our mission to win a leader share of the rapidly growing DAM market, we identified technical leadership as a priority to round out our board competencies. I am very proud of the breadth and depth of experience and capability we have on our board, which covers the spectrum from governance to high-growth SaaS start-up finance, M&A, sales, marketing, [human resources] and business development. This mirrors the key functions and expertise on the MediaValet team required to deliver on the MediaValet mission."

Mr. Henderson joins MediaValet with 20-plus years of technology leadership and executive experience in building software companies, products and high performing engineering teams. Most recently, he spent 3.5 years as a general manager at Amazon Web Services, where he led large-scale, core cloud messaging services. Prior to that, he was the senior vice-president of engineering and operations at Bench Accounting. He was also an early employee of Hootsuite, where he built the company as product director to vice-president, engineering, as the organization scaled rapidly to 1,000-plus employees. Earlier in his career, he co-founded Metalogix Software, a Microsoft ISV that specialized in content migration and SharePoint upgrades. He and his partners built the company through to successful sale to private equity in 2008. In addition, he advises venture capital firms on scaling technology and engineering organizations, including M&A transactions on both the buy and sell side. He has worked with companies like Allocadia, Rewind and Checkfront on their strategies to work through rapid growth. He is currently on the board of New Ventures B.C., and is a member of the UBC faculty of applied science dean's advisory council. He holds a BSc in computer science from UBC and a BA, North American studies, from McGill University.

About MediaValet Inc.

MediaValet stands at the forefront of the enterprise, cloud-based digital asset management and creative operations industries. Built exclusively on Microsoft Azure and available across 61 Microsoft data centre regions, covering 140 countries around the world, MediaValet delivers unparalleled enterprise-class security, reliability, redundancy, compliance and scalability while offering the largest global footprint of any DAM solution. In addition to providing enterprise DAM capabilities at a global scale, desktop-to-server-to-cloud support for creative teams, and overall cloud redundancy, security and management for all source, WIP and final assets, MediaValet offers industry-leading integrations into Slack, Adobe Creative Suite, Microsoft Office 365, WorkFront, Wrike, Drupal, WordPress and many other best-in-class third party applications.

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