ARHT Media Announces Closing of a $250,000 Private Placement of Secured Subordinated Debentures

TORONTO, Feb. 20, 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, is pleased to announce that the Company has successfully closed a private placement (the “Private Placement”) of 2024 Series A secured subordinated debentures (the “Debentures”) for an aggregate principal amount of $250,000 (the “Principal Amount”).

The Debentures mature on August 3, 2025 (the “Maturity Date”) and carry an annual interest rate of 15%, accrued and payable semi-annually on each of June 30 and December 31, in cash or shares at the option of the Company and subject to the approval of the TSX Venture Exchange (the “TSXV”). Subject to certain conditions, the Company will have the right to prepay any or part of the Debentures at any time prior to the Maturity Date by paying the Principal Amount. The Principal Amount of the Debentures is not convertible into common shares or any other securities of the Company.

The Debentures are secured by substantially all of ARHT’s assets pursuant to an amended and restated general security agreement effective as of the February 16, 2024, in favor of the collateral agent on behalf of the existing debenture holders (“GSA”). The Principal Amount of Debentures rank pari passu with the $2,029,666 of principal amount of existing secured subordinated debentures of the Company with substantially the same terms (other than with respect to date of issue and commencement of interest accrual) as the Debentures for an aggregate of approximately $2,279,666 of secured subordinated debentures secured against all of the assets of the Company pursuant to the GSA. The security interest in collateral comprising of accounts receivable and inventory are subordinated to the Company’s current senior lender’s security interest.

The Debentures are subject to a four-month statutory hold period commencing on the date of their issuance. Subject to the foregoing, the Debenture may not be assigned, transferred or resold, except upon the prior written consent of the Company. An aggregate of $125,000 principal amount of the Debentures were purchased by officers and directors of the Company and are exempt from the formal valuation and minority approval provisions of National Instrument 61-101 – Protection of Minority Security Holder in Special Transactions. The Company has paid an aggregate of $2,250 in cash as finders’ fees to a finder in accordance with TSX Venture Exchange policies.

The Company intends to use the net proceeds from the Private Placement for general working capital purposes to support the Company’s growth.

About ARHT

ARHT is a pioneer and the global leader in live hologram technology. Thanks to its patented end-to-end technology, executives, medical experts, educators, entertainers, and thought leaders can travel at the speed of light to any destination.

ARHT was founded in 2014 and is publicly traded on the TSX Venture Exchange. ARHT has offices in North America, Europe and Asia and operates from its own studios in locations from Toronto to Singapore, as well as a large network of partner studios in every region.

Connect with ARHT:
LinkedIn: https://www.linkedin.com/company/arht-tech
Instagram: https://www.instagram.com/arht.tech
Facebook: https://www.facebook.com/arht.tech
X, formerly known as Twitter: https://twitter.com/arht_tech
Youtube: https://www.youtube.com/@arht-tech

For more information, please visit www.arht.tech/about/investors or www.arht.tech.
Alternatively, email us directly at info@arht.tech.

ARHT trades under the symbol “ART” on the TSX Venture Exchange.

Press Inquiries:
Kristen Spence
kspence@arht.tech

ARHT
Hanna Ayyad
Chief Financial Officer
+1 (416)-782-8042 (head office)

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, disclosure related to the Company’s sales funnel; the Company’s technology; the potential uses for the Company’s technology; the future planned events using the Company’s technology; the future success of the Company; the ability of the Company to monetize the ARHT Media technology; the development of the Company’s technology; and interest from parties in ARHT’s products. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic and competitive uncertainties; regulatory risks; risks inherent in technology operations; and other risks of the technology industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.