Mr. Rob Chase reports

MEDIAVALET ANNOUNCES MAILING AND FILING OF CIRCULAR FOR SPECIAL MEETING OF SECURITYHOLDERS TO APPROVE ARRANGEMENT WITH AN AFFILIATE OF STG PARTNERS

MediaValet Inc.'s management information circular and other meeting materials, prepared in connection with the previously announced arrangement, whereby an affiliate of STG Partners LLC will acquire all of the issued and outstanding common shares of the company for $1.71 per share in cash pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta), are expected to be mailed to holders of shares and warrants to acquire shares by Feb. 28, 2024.

The special meeting of securityholders is scheduled to be held at 10 a.m. Vancouver time on March 27, 2024. The closing of the arrangement is expected to occur on or about April 1, 2024. Further details regarding the meeting, including how securityholders can attend and/or vote at the meeting, are included in the meeting materials. Securityholders are reminded to vote before the proxy cut-off of 10 a.m. Vancouver time on March 25, 2024.

All securityholders are encouraged to read the circular and accompanying meeting materials, as applicable, regarding the arrangement, which will be mailed to securityholders of record as of Feb. 23, 2024, and will be available under the company's profile on SEDAR+. The meeting materials will also be available on MediaValet's website. The circular contains, among other things, details concerning the arrangement, the background to and reasons for the favourable recommendation of the arrangement by both the board of directors and its special committee composed of a majority of independent directors, the requirements for the arrangement to become effective, the procedure for receiving consideration payable for shares and warrants under the arrangement, and procedures for voting at the meeting. Securityholders are urged to carefully review the circular and accompanying meeting materials as they contain important information regarding the arrangement and its consequences to securityholders.

Selected reasons for the arrangement:

• Attractive consideration: The consideration payable under the arrangement represents:
  • A premium of approximately 30 per cent to the closing price per share on the Toronto Stock Exchange on Jan. 23, 2024 (being the last trading day immediately prior to the announcement of the arrangement);
  • A premium of approximately 22 per cent to the 20-day volume-weighted average price per share on the TSX for the period ended Jan. 23, 2024;
  • A transaction value multiple of 4.5 times annual recurring revenue based on approximately $18-million of ARR as of Dec. 31, 2023.
• Certainty of value and liquidity: The consideration is all cash, which provides shareholders with immediate liquidity and certainty of value.
• Value supported by a fairness opinion: The board and special committee received a fairness opinion from TD Securities Inc. to the effect that, based upon and subject to the assumptions, limitations and qualifications contained in such opinion, and such other matters as TD Securities Inc. considered relevant, as of the date of such opinion, the consideration of $1.71 to be received by the shareholders under the arrangement is fair, from a financial point of view, to the shareholders.
• Director and officer support: Directors and officers of the company, who collectively hold approximately 34.1 per cent of the issued and outstanding shares and 85.71 per cent of the issued and outstanding warrants, have entered into voting and support agreements, pursuant to which, and subject to the terms thereof, each has agreed to vote in favour of the arrangement.
• Limited conditions to closing: STG's obligation to complete the arrangement is subject to a limited number of closing conditions that the board believes are reasonable in the circumstances. Completion of the arrangement is not subject to any financing condition. STG is a credible purchaser with significant financial capacity and a strong record of investing in technology companies.
• Attractive transaction relative to alternatives: After consultation with its financial and legal advisers and after taking into account other strategic opportunities reasonably available to the company, including the continued execution of its stand-alone plan, and the experience of the company from its previous strategic process, in each case taking into account the potential benefits, risks and uncertainties associated with those other opportunities, the special committee and the board believe that the arrangement represents the company's best alternative for maximizing shareholder value.

Your vote is important. Vote today. The board of directors of MediaValet unanimously recommends that securityholders vote for the arrangement.

Receipt of interim order

MediaValet is also pleased to announce that on Feb. 27, 2024, the company received an interim order from the Court of King's Bench (Alberta) regarding the arrangement. The interim order authorizes MediaValet to proceed with various matters, including the holding of the meeting to consider and vote on the arrangement.

MediaValet special meeting

The meeting is scheduled for 10 a.m. Vancouver time on March 27, 2024. At the meeting, securityholders will be asked to consider and vote on the resolution to approve the arrangement whereby, among other things, the purchaser would acquire all of the issued and outstanding shares in exchange for the consideration.

How to vote

A proxy form or voting instruction form will accompany the meeting materials that the securityholders receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered securityholder of the company, are provided in the circular.

If you are a registered securityholder, it encourages you to take the time now to complete, sign, date and return the enclosed forms of proxy by no later than 10 a.m. Vancouver time on March 25, 2024 (or 48 hours prior to the time of any adjournment or postponement of the meeting), to ensure that your shares and/or warrants will be voted at the meeting in accordance with your instructions, whether or not you are able to attend in person. If you hold your shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your shares.

About MediaValet Inc.

MediaValet stands at the forefront of the cloud-native, software-as-a-service, enterprise digital asset management, video content management and creative operations industries. Built exclusively on Microsoft Azure and available across 61 Microsoft data centre regions in 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, cloud-native DAM capabilities at a global scale, desktop-to-server-to-cloud support for creative teams, and overall cloud redundancy and management for all source, WIP and final assets, MediaValet offers industry-leading integrations into Slack, Adobe Creative Suite, Microsoft Office 365, Wrike, Drupal, WordPress and many other best-in-class third party applications.

About STG Partners LLC

STG is a private equity partner to market-leading companies in data, software and analytics. The firm brings experience, flexibility and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG's expansive portfolio has consisted of more than 50 global companies.

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