MediaValet Inc. (TSX:MVP) (“MV” or the “Company”), a leading provider of enterprise digital asset management (DAM), video content management and creative operations software, pursuant to its news release dated January 24, 2024, is pleased to announce the completion of its plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”). Pursuant to the terms of the Arrangement, among other things, (i) River Acquisition Corp. (the “Purchaser”), an affiliate of STG, acquired all of the issued and outstanding common shares of the Company (the “Shares”) in exchange for CAD$1.71 in cash per Share (the “Consideration”) (ii) each outstanding Share purchase warrant of the Company (each, a “Warrant”) was acquired by the Company for cancellation in exchange for the amount by which the Consideration exceeded the exercise price of such Warrant, and (iii) each outstanding Share option (each, an “Option”) was acquired by the Company for cancellation in exchange for the amount by which the Consideration exceeded the exercise of such Option, if applicable.

Rob Chase, Chief Executive Officer of the Company, stated that “The successful completion of this transaction marks an important moment in the evolution of MediaValet. As we embark on this new chapter with STG, we are united by our shared mission to provide best-in-class enterprise digital asset management solutions to our valued customers.”

Andrew Shen, Chairman of the Company’s Board of Directors, added “We extend our deepest gratitude to our shareholders for their unwavering support and confidence in our journey. We wish the very best of luck and success to Rob, Dave, and the STG team as they lead the Company into its next phase of growth and innovation.”

Umang Kajaria, Managing Director, Co-Lead of STG Allegro Fund, added “We look forward to partnering with the MediaValet team on the next stage of the company’s growth and to continue innovating and delivering a leading digital asset management solution to customers.”

With the Arrangement now complete, MV’s Shares are expected to be delisted from the Toronto Stock Exchange (the “TSX”) shortly after the date hereof. The Company also will apply to cease to be a reporting issuer under applicable Canadian securities laws.

Disclosure under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

Upon completion of the Arrangement, the Purchaser holds 43,854,216 Shares, representing 100% of the issued and outstanding Shares. Prior to the completion of the Arrangement, the Purchaser did not hold any issued and outstanding Shares, representing a 0% securityholding in such class of securities. The head office of MV is located at 505 – 990 Homer Street, Vancouver, British Columbia V6B 2X7. The registered office of the Purchaser is 4200 Bankers Hall West, 888 3rd Street S.W., Calgary, Alberta T2P 5C5.

Action Required by MV Shareholders

Registered shareholders of the Company are reminded to submit a duly completed letter of transmittal and, as applicable, the certificate(s) and/or DRS advice(s) representing their Shares to TSX Trust Company. Registered shareholders who have questions or require assistance can contact TSX Trust Company toll free at 1-800-387-0825 in North America, or at 416-682-3860 outside North America, or by email at shareholderinquiries@tmx.com.

For additional details regarding the Arrangement see MV’s management information circular dated February 26, 2024, a copy of which can be found under MV’s profile on SEDAR+ at www.sedarplus.ca.

FORWARD LOOKING STATEMENTS

Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to when MV’s common shares will be de-listed from the TSX and MV will cease to be a reporting issuer under applicable Canadian securities laws, and other statements that are not material facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Although the Company believes that the forward-looking statements in this press release are based on information and assumptions that are reasonable, these forward-looking statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements.

The Company cautions investors not to rely on the forward-looking statements contained in this press release when making an investment decision in their securities. Investors are encouraged to read the Company’s filings available under its profile on SEDAR+ at www.sedarplus.ca for a discussion of the applicable risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this press release and the Company undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.