Cricket Media amends Non-Brokered Private Placement and completes shares for debt transaction

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

WASHINGTON, DC, Sept. 19, 2014 /CNW/ - Cricket Media Group Ltd. (TSXV:CKT) ("Cricket Media" or the "Company") announces that further to its news release dated July 30, 2014 it is amending the terms of its non-brokered private placement (the "Offering") to provide for the issuance of up to 7,692,309 units of the Company (each a "Unit") at a price of C$0.65 per Unit for aggregate gross proceeds of up to C$5,000,000.  Each Unit will consist of one common share of the Company and one-third of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of C$0.65 until March 31, 2015. The Company intends to use the net proceeds of the Offering for general corporate purposes and working capital.

The common shares of the Company to be issued in connection with the Offering (including the common shares issuable upon exercise of the Warrants) are anticipated to be voting common shares for non-U.S. purchasers and restricted voting common shares for U.S. purchasers.  Each restricted voting common share is convertible into one voting common share at any time at the option of the holder.  The restricted voting common shares are not listed or posted for trading on the TSX Venture Exchange or any other stock exchange or marketplace and do not carry the right to vote for the election of directors of the Company.

The Offering is expected to close in one or more tranches. Closing of the Offering is subject to the receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange, and the satisfaction of all other customary closing conditions.  All securities issued pursuant to the Offering will be subject to resale restrictions for a period of four months from the closing date of the applicable tranche of the Offering.

The Company also announces that it is has issued an aggregate of 2,350,928 restricted voting common shares (the "Consideration Shares") in settlement of aggregate indebtedness of US$1,500,000 payable to ZG Ventures, LLC pursuant to a revolving loan facility in favour of Cricket Media, Inc., a wholly-owned subsidiary of the Company.  The parties determined the Canadian dollar amount of the debt to be C$1,645,650 and the restricted voting common shares were issued at a deemed price of C$0.70 per share. The Consideration Shares are subject to resale restrictions for a period of four months from the date of issuance.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of the Consideration Shares is a "related party transaction" for the Company.  For this transaction, the Company relied on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(a) of MI 61-101 and relied on the exemption from the minority shareholder approval requirements of MI 61-101 contained in section 5.7(1)(a) of MI 61-101.   

The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from those registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Cricket Media

Cricket Media (TSXV: CKT) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 14 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone® with multiple language editions and apps in English, Spanish and Chinese. The Company's innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China's leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.Cricketmag.com, www.ePals.com and www.In2Books.com.

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.

Forward Looking Statements

This news release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding the completion of the Offering and the expected use of proceeds of the Offering.  Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive therefrom. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

SOURCE: Cricket Media Group

For further information: Katya Andresen, Chief Executive Officer, Cricket Media, Phone: (703) 885-3400, kandresen@cricketmedia.com; Cory Pala, Investor Relations, E.vestor Communication Inc., Phone: (416) 657-2400, cpala@cricketmedia.com

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Cricket Media Group

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