Mezzi Shares Acquired By Reynolds Deposited In Escrow

VANCOUVER, BC / ACCESSWIRE / October 29, 2015 / Mezzi Holdings Inc. (“MEZZI” or the “Company”) (TSX-V:MZI; FRA:0MZ) provides an update to its prior news release of March 30, 2015, wherein it announced the acquisition by Keir Reynolds of common shares of the Company pursuant to a private share transfer agreement, which prior news release inadvertently referred to the acquisition of 2,224, 500 common shares, rather than 2,244,500 common shares.

Pursuant to sections 1.3(a) and 6.2 of TSX Venture Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions, the 2,244,500 common shares acquired by Mr. Reynolds have been deposited by Mr. Reynolds in escrow pursuant to the terms of the Tier 2 Value Security Escrow Agreement entered into among the Company, Computershare, as Escrow Agent, and certain shareholders of the Company effective October 24, 2014, on closing of the Company’s acquisition by statutory plan of arrangement of privately held Mezzi Canada Inc., which constituted a “Change of Business” under TSX Venture Exchange policies, in addition to the 320,000 common shares initially deposited by Mr. Reynolds under the Escrow Agreement.

Under the terms of the Escrow Agreement, 1,706,700 of the 2,244,500 additional common shares which remain subject to escrow as of the date of this news release will be released from escrow as to 426,675 common shares every six months on October 28th and April 28th, with the final release on October 28, 2017, as follows:

(1) These common shares are as of the date of this news release held in escrow by Computershare as Escrow Agent pursuant to a Tier 2 Value Security Escrow Agreement and pursuant to the policies of the Exchange.

About the Value Security Escrow Agreement

Any other securities received by a securityholder party to the Value Security Escrow Agreement as a dividend or other distribution on escrowed securities, on the exercise of a right of purchase, conversion or exchange attaching to escrowed securities, on a subdivision, or compulsory or automatic conversion or exchange of escrowed securities, or from a successor issuer in a business combination, must be deposited by the securityholder with the Escrow Agent to be held subject to the terms of the Value Security Escrow Agreement. Without prior consent of the Exchange, transfer of common shares subject to escrow is only permitted in certain circumstances pursuant to the terms of the Value Security Escrow Agreement, including, among others, transfer to incoming directors or senior officers of the Company or any of its material operating subsidiaries, transfer to other principals holding more than 20% of the voting rights attached to the Company’s outstanding common shares, and transfer in the event of bankruptcy of the securityholder. Shares transferred within escrow will remain subject to and released from escrow in accordance with the terms of the Value Security Escrow Agreement as if no transfer had occurred. In the event of death of the securityholder, the securityholder’s securities subject to escrow will be released from escrow. Subject to prior Exchange acceptance, a securityholder may pledge, mortgage or charge escrowed securities to a financial institution as collateral for a loan. Voting rights attached to escrowed securities may be exercised by the securityholder, however a securityholder may not, while his or her securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a winding up of the Company.

About MEZZI

MEZZI is disrupting the status quo in the luxury accessories market as it recently unveiled a beautiful new product line featuring cutting edge technology, making MEZZI the true smart luxury brand. Each piece, including handbags, duffel bags and essential leather goods, allows wireless connectivity between your MEZZI bag and smartphone, providing a completely new user experience. With fine leather sourced directly from Italy, all pieces in the MEZZI Smart Luxury collection are manufactured to precision quality.

For further information please contact:

Keir Reynolds
Chief Executive Officer
Tel: (778) 998-9242
Email: keir@mezzi.com

Neither 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.

This news release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

SOURCE: Mezzi Holdings Inc.

ReleaseID: 433099