Pioneer Closes First Tranche of Private Placement

Appoints New Board Member

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Nov. 16, 2022 (GLOBE NEWSWIRE) -- Pioneer Media Holdings Inc. (NEO: JPEG, AQSE: PNER) (“Pioneer” or the “Company”), a web3 gaming and infrastructure company, today announces that it has closed the first tranche of its previously announced non-brokered private placement (the “Private Placement”) of up to C$1,000,000. The Company raised gross proceeds of C$580,000 through the issuance of 5,800,000 units (the “Units”) at C$0.10 per Unit.

Each Unit is comprised of one common share and one-half of a transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company for a period of 24 months following the Private Placement closing at an exercise price of C$0.25.

The Company intends to use the proceeds raised from the Private Placement to continue executing on its strategic growth strategy, ongoing technology development and for general working capital and corporate purposes. All securities issued under the Private Placement will be subject to a statutory four month hold period following the date of closing of the Private Placement.

The Company has paid finder’s fees of C$6,000 cash and 60,000 transferrable warrants (the “Finder’s Warrants”) in connection with the Private Placement. Each Finder’s Warrant will be exercisable into one common share of the Company at a price equal to C$0.10 per share for a period of 24 months from issuance.

Certain insiders of the Company’s operating subsidiary participated in the Private Placement purchasing an aggregate of 800,000 Units for an aggregate price of C$80,000, representing 13.8% of the Units issued.

The Company anticipates closing the second tranche of the private placement in early 2023.

Admission

Application has been made for the 5,800,000 Placing Shares to be admitted to trading on Aquis Stock Exchange (“Admission”). Admission is expected to occur at 8:00am on or around 21 November 2022.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 83,812,582 common shares without par value, with each share carrying the right to one vote.

The Company does not hold any ordinary shares in treasury. The above figure of 83,812,582 may therefore be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or of a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

Appointment of New Director

Pioneer also announces that it has appointed Olivia Edwards to its Board of Directors effective November 14, 2022. Ms. Edwards brings operational and corporate secretary experience to Pioneer’s board. She has experience with the reporting requirements for public companies in both Canada and the UK and has facilitated numerous financial raises in various industries including web3, gaming and longevity.

Ms. Edwards holds a Bachelor of Arts in Cognitive Systems: Mind, Language & Computation and a Master of Management from the University of British Columbia. She has also completed her Canadian Securities Course.

Olivia Edwards:

1. does not have any unspent convictions in relation to indictable offences;
2. has not been a director of a company which has been placed in receivership, insolvent liquidation, administration, been subject to a voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company;
3. has not been a partner in any partnership which has been placed in insolvent liquidation, administration or been the subject of a partnership voluntary arrangement whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership;
4. has not been the owner of any assets or a partner in any partnership which has been placed in receivership whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership;
5. has not been publicly criticized by any statutory or regulatory authority (including recognised professional bodies); or
6. has not been disqualified by a court from acting as a director of any company or from acting in the management or conduct of the affairs of a Company.

About Pioneer Media Holdings Inc.

Pioneer (NEO:JPEG, AQSE: PNER) is a leading web3 gaming and infrastructure company using its proprietary suite of technology, MetaKit, to build and convert games and applications for the blockchain. Pioneer has built a complete web3 gaming ecosystem which includes content and game development; infrastructure and web2 conversion; and distribution and global publishing. Through strategic distribution partnerships, Pioneer will continue to focus on launching successful play to earn (P2E) games to mass markets globally, and drive user engagement and adoption and therefore meaningful revenue generation.

Web3 gaming is at the forefront of a new wave of technology and there is significant opportunity for growth as an early adopter in the industry. Even in its infancy, there is a significant influx of capital, both public and private, and attention on the bourgeoning sector. Additional information about Pioneer is available at www.p10neer.com or www.sedar.com.

ON BEHALF OF PIONEER MEDIA HOLDINGS INC.

“Darcy Taylor”

CEO & Director
ir@p10neer.com

First Sentinel Corporate Finance Ltd (AQSE Corporate Adviser)
Brian Stockbridge +44 7876 888 011

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the matters described herein. Forward-looking statements consist of statements that are not purely historical, and such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities to be sold under the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws, or an exemption from such registration is available.