ARHT Media Inc. Issues Shares Related to Semi-Annual Interest Payment on Secured Subordinated Debentures

TORONTO, Jan. 02, 2024 (GLOBE NEWSWIRE) -- ARHT Media Inc. ("ARHT" or "the Company") (TSXV: ART), (OTCQB: ARHTF) the global leader in the development, production and distribution of high-quality, low latency hologram and digital content, announces that is intends to issue an aggregate of $124,282.29 of interest payment owed to certain arms-length and non-arms length holders of debentures (the "Debentures") through the issuance of an aggregate of 1,912,031 common shares of the Company (each, a "Common Share") at a price of $0.065 per share (the "Debt Settlement"). The Debentures were issued in August 2023 and mature on August 3, 2025 and carry an annual interest rate of 15%, accrued and payable semi-annually on each of June 30 and December 31, payable in cash or shares at the option of the Company and subject to the approval of the TSX Venture Exchange (the "TSXV"). Under the terms of the Debentures, the interest payable to the holders of Debentures is payable in Common Shares at a price per Common Share equal to the Market Price on December 29, 2023. See press release dated August 3, 2023.

All Common Shares issued in connection with the Debt Settlement are subject to a hold period of 4 months plus a day from the issuance and the resale rules of applicable securities legislation.

Certain directors, officers and other insiders of the Company acquired direction and control over a total of 537,905 Common Shares under the Debt Settlement. The participation of those persons in the Debt Settlement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61‑101 ‑Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the Debt Settlement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).