MDI Enters Into an Agreement to Sell $1 Million in MDI Common Stock
MDI and Almana Networks International announced they will not proceed with their proposed merger transaction and have terminated their merger agreement. The termination was mutually and amicably agreed upon, and no payments will be made by either party. The MDI Special Meeting of Shareholders which was scheduled for Sept. 24, to consider the merger has been cancelled.
MDI also announced it has entered into a definitive agreement to sell in a non-brokered private placement common stock and warrants to MDI Investments, resulting in gross proceeds of US$1 million.
Under the terms of the financing, at the closing scheduled to take place on Sept. 4, MDI will sell to the Investor 4,000,000 newly-issued shares of its common stock at $0.25 per share and grant the Investor a three-year warrant to purchase up to 4,000,000 shares of common stock at an exercise price of $0.60 per share. Additionally, the MDI Board of Directors approved a resolution increasing the number of directors to enable the Investor to be equally represented on the MDI Board.
MDI continues to discuss with Almana Networks International and its owners new business opportunities which would bring additional accretive revenue to the Company. The Company also continues to explore ways to sell its unprofitable lines of business. There is no assurance that these discussions will be successful.
The offer and sale of the shares have not been registered under the Securities Act of 1933, as amended, and the shares may not be offered or sold in the United States absent registration under such act and applicable state securities laws or an applicable exemption from those registration requirements. There was no agreement that MDI would file a registration statement covering the resale of the common stock issued in the private placement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.