Media Ventures Corp. announces further details regarding qualifying transaction with Bassett Media Group Inc.



    TSX VENTURE: MED.P

    TORONTO, Feb. 27 /CNW/ - Media Ventures Corp. ("Media Ventures" or the
"Corporation") today announced further details regarding its proposed
qualifying transaction with Bassett Media Group Inc. ("Bassett Media"). On
January 10, 2008, the Corporation announced that it had entered into a letter
agreement with Bassett Media pursuant to which it will, subject to a number of
conditions, acquire all of the issued and outstanding securities of Bassett
Media (the "Qualifying Transaction"). The transaction will constitute the
Corporation's qualifying transaction under the policies of the TSX Venture
Exchange (the "Exchange").

    About Bassett Media

    Bassett Media is a Toronto-based media company created for the purpose of
holding and developing various media-focused businesses. Its two primary
business units in the media space are Impulse Media and Concourse Media.
    Concourse Media was founded in 2002 and is one of the largest network
providers of digital advertising in Canada. Focused in Toronto's underground
PATH system, Canada's most densely populated urban economic centre, Concourse
Media's existing network of 70 high-impact digital display screens reaches
over 350,000 viewers on a daily basis.
    Impulse Media, also based in Toronto, was founded in 2005 and operates
Canada's largest in-store national retailer digital advertising network.
Impulse focuses on point of purchase sales with strategically-positioned
digital screens in PharmaPlus and Rexall pharmacies throughout the country.

    Bassett Media Corporate History and Structure

    As indicated above, Bassett Media was created on March 23, 2007, pursuant
to the amalgamation of Impulse Media Inc. ("Impulse") and Concourse Media Inc.
("Concourse") in accordance with the Business Corporations Act (Ontario). Its
registered head office is located at 181 University Avenue, Suite 2010,
Toronto, Ontario M5H 3M7.
    Bassett Media is a private corporation with approximately 15
shareholders. It is not a reporting issuer and its shares are not listed on
any stock exchange.
    Bassett Media has 5,386,251 common shares and 34,350 broker warrants
issued and outstanding and has not issued any stock options or other
securities to-date. The principal stakeholder of Bassett Media is its
President and Chief Executive Officer, Matthew Bassett, who directly or
indirectly owns or controls approximately 58% of the issued and outstanding
shares in Bassett Media. Mr. Bassett presently resides in Toronto, Ontario.
    Based on preliminary financial statements for each of Impulse and
Concourse, the following are estimated results for the fiscal year ended
January 31, 2007: Impulse had revenues of $117,110 and expenses of $564,972,
resulting in a net loss of $447,862. In addition, as at January 31, 2007,
Impulse had total assets of $314,521, total liabilities of $588,207 and a
working capital deficit of $149,130. Concourse had revenues of $554,000 and
expenses of $516,798, resulting in a net profit of $37,202. Additionally, as
at January 31, 2007, Concourse had total assets of $537,579, total liabilities
of $568,339 and a working capital deficit of $212,032.

    Summary of the Proposed Qualifying Transaction

    Media Ventures and Bassett entered into an arm's length letter agreement
dated effective January 10, 2008 (the "Agreement") pursuant to which Media
Ventures will, subject to a number of conditions, acquire all of the issued
and outstanding securities of Bassett Media.
    Under the terms of the Agreement, Media Ventures has agreed to form a new
corporation ("Newco") for the purpose of amalgamating with Bassett Media.
Newco will be a wholly-owned, Ontario-based subsidiary of the Corporation. As
consideration for the amalgamation of Bassett Media and Newco, holders of the
common shares in the capital of Bassett Media (the "Bassett Media Shares")
will be entitled to receive, in the aggregate, 34,090,909 common shares of the
Corporation (the "Media Ventures Shares") so as to reflect an approximate
$7.5 million valuation for Bassett Media. The Media Ventures Shares will be
issued at an ascribed price of $0.22 per share, representing a 10% premium
above the initial public offering price of Media Ventures Shares. Holders of
Bassett Media broker warrants will receive 6.3 replacement broker warrants for
each Bassett Media broker warrant, subject to the current $0.64 exercise price
being divided by 6.3.
    Upon execution of the Agreement and in accordance with Exchange policy,
Media Ventures provided Bassett Media with a refundable payment of $25,000.
Media Ventures intends to provide a further $200,000 to Bassett Media in the
form of a secured demand loan as soon as reasonably practicable following
approval of such $200,000 loan by the Exchange.

    
    The closing of the Qualifying Transaction with Bassett Media is subject to
a number of conditions, including the following:

    1.  completion of sponsorship; in this regard, Blackmont Capital Inc.,
        subject to completion of satisfactory due diligence, has agreed to
        act as sponsor in connection with the Qualifying Transaction. An
        agreement to sponsor should not be construed as any assurance with
        respect to the merits of the transaction or the likelihood of
        completion;

    2.  receipt of all required regulatory approvals, including the approval
        of the Exchange;

    3.  completion of all due diligence reviews;

    4.  receipt of all director and shareholder approvals as may be required
        under applicable laws or regulatory policies, including those of the
        Exchange; and

    5.  execution of a formal amalgamation agreement.
    

    Following completion of the Qualifying Transaction, the Board of
Directors of the Corporation will consist of Matthew Bassett, Ernie Eves, Adam
Szweras, Peter Proszanski and Viraf Kapadia.

    Matthew Bassett is President, Chief Executive Officer and a Director of
Bassett Media, a media company that specializes in digital advertising and
publishing. At Bassett Media, Matthew directs its Concourse Media and Impulse
Media networks, reaching 2.5 million people weekly in Canada via more than 500
screens, as well as Bassett Publishing, set to launch two new publications in
2008. He is also Chairman of Eaglecrest Capital, a merchant banking company
and Limited Market Dealer that offers venture financing and strategic advice
to up-and-coming Canadian companies. Matthew is an avid supporter of arts and
cultural projects, and lends his expertise to Canadian-produced film, theatre
and television ventures through MacIDeas, an award-winning production company
he oversees as Chairman. The Royal Ontario Museum, Sunnybrook Foundation, and
the Good Sheppard Centre are among the organizations he supports annually.
Matthew was a Producer for the 2003 & 2004 production of THIS IS OUR YOUTH in
Toronto and was one of the Producers for CHOKE, which was awarded entry into
the prestigious 2004 Toronto International Film Festival, the 2004 Palm
Springs Short Film Festival, and the 2004 Woodstock Film Festival. Matthew
also served as Lead Producer on the critical and commercial hit MATT & BEN.

    Adam Szweras, is a partner at Fogler, Rubinoff LLP, Toronto, Ontario, and
a founding partner of Foundation Markets Inc. (a Limited Market Dealer) and
Foundation Opportunities Inc. Mr. Szweras joined Fogler, Rubinoff LLP in 2006,
and prior thereto practiced securities and corporate law with another major
Canadian firm. Prior to that he was the managing partner of a prominent Bay
Street securities law boutique where he represented public issuers and
investment dealers. His legal practice and investment bank activities have
been focused on corporate finance and going public transactions.

    Ernie Eves has had a long and distinguished career in both public service
and private business. Born in Windsor, Ontario, Mr. Eves attended the
University of Toronto and is a graduate of Osgoode Hall Law School. Mr. Eves
was called to the Bar in 1972 and in 1983 was made a Queen's Counsel. Mr. Eves
served as Premier of Ontario from 2002-2003, culminating a 24 year career in
the Ontario legislature. Prior to becoming Premier, Mr. Eves' served as Deputy
Premier and Minister of Finance from 1995 to 2001. As Minister of Finance, Mr.
Eves was responsible for turning around the province's finances. He
implemented sweeping reforms of Ontario's tax system and expenditure
management and introduced practices that transformed the province's balance
sheet. He introduced the first significant reforms of the property taxation
system in over 60 years. He eliminated an $11 billion deficit and championed
balanced budget and taxpayer protection legislation. Mr. Eves tabled three
successive balanced budgets while delivering more than 200 tax cuts to the
people of Ontario. He also oversaw the operation of the province's $20 billion
SuperBuild Corporation and managed the privatization of Highway 407, one of
the largest privatizations in Canadian history. Mr. Eves is currently
Executive Chairman of Jacob & Company Securities Inc. He also serves as
Special Advisor and Director of CB Richard Ellis Limited (Canada). In
addition, Mr. Eves' serves as a Director of several private companies. Mr.
Eves' previous experience has included serving as Chair and Special Advisor of
the Ontario Investment & Trade Advisory Council, Vice Chairman and Senior
Advisor of Credit Suisse First Boston Canada, Counsel to Borden Ladner
Gervais, LLP, Chair of the Ontario Olympic Sports and Waterfront Development
Agency, President and Chief Executive Officer of Tudhope Cartage Limited, and
Partner in the law firm of Green & Eves. Mr. Eves has served as a Director of
BCE Emergis, Cartesian Capital and Retirement Residences Real Estate
Investment Trust. Mr. Eves has been an active member of his community and was
a founder of the Big Brothers Association of Parry Sound and subsequently was
the secretary-treasurer of that organization. He is a former president of the
Kinsman Club of Parry Sound and is a recipient of the Kinsmen Club of Canada's
Outstanding President's Award for his work with children with cystic fibrosis
and for his fundraising efforts. Mr. Eves helped establish the Justin Eves
Foundation in memory of his late son and serves as Chairman. The Foundation is
a charitable non-profit organization granting scholarships and bursaries to
learning-disabled and disadvantaged young people to assist them as they
achieve their dream of a post-secondary education.

    Peter Proszanski is a founding partner of Himelfarb Proszanski LLP, a
mid-sized corporate law firm in Toronto and has been the head of the
Corporate/Commercial and Real Estate practice areas at the firm since 1998.
Mr. Proszanski earned his LLB and concurrently completed his MBA at the
University of Windsor in 1985. He was called to the Bar of Ontario in 1987. He
is a member of the Board of Directors of the Good Sheppard Ministries, an
organization providing shelter and food to the less fortunate in the City of
Toronto and fundraises for other charitable endeavours.

    Viraf Kapadia is a Registered Professional Accountant in Canada and a
Certified Fraud Examiner in the United States. Mr. Kapadia has over
thirty-five years of experience working in Europe, Saudi Arabia and North
America as an accountant and banker in the aviation, steel and building
industries. In 2000, Mr. Kapadia founded technology company Star Navigation
Systems Inc. In August 2002, the company completed a reverse take-over
involving Aztech New Media Corp. and currently trades on the Exchange as Star
Navigation Systems Group Ltd. ("Star Navigation") (TSXV: SNA). Mr. Kapadia is
the Chairman and Chief Executive Officer of Star Navigation, which provides
state-of-the-art hardware and software to commercial and corporate aviation
operators around the world. Mr. Kapadia also founded Kapadia and Associates,
an accounting firm in 1989, and he remains in an ownership position, but has
retired from the operations thereof. Mr. Kapadia also served as President of
Gemini Acquisitions Inc., a capital pool company listed on the Exchange (TSXV:
GQI.P), until the completion of its qualifying transaction in December 2007.

    Upon completion of the Qualifying Transaction, the Corporation will have
approximately 45,465,090 common shares outstanding, assuming that the
1,375,000 stock options held by the current directors of Media Ventures and
the 862,500 agent's options granted in connection with the Corporation's
initial public offering have not been exercised. Mr. Bassett will own or
control approximately 42% of the issued and outstanding shares of the
Corporation post-closing of the Qualifying Transaction.
    The Qualifying Transaction will be an arm's length transaction as the
current officers and directors of Media Ventures own no interests in Bassett
Media and, as such, Media Ventures shareholders' approval is not required,
unless otherwise required by law or the Exchange.
    On January 10, 2008, trading of shares of Media Ventures on the Exchange
was halted and will remain halted until such time as permission to resume
trading has been obtained from the Exchange.

    Caution Concerning Forward-Looking Statements

    Some statements in this press release contain forward-looking information
within the meaning of applicable Canadian securities legislation. These
statements include, but are not limited to, statements with respect to the
entering into of agreements, the closing of transactions and the expenditure
of funds. These statements address future events and conditions and, as such,
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Corporation to be
materially different from any future results, performance or achievements
expressed or implied by the statements. Such factors include, among others,
the timing of transactions, the ability to fulfill certain conditions, the
ability to raise funds, general business, economic, competitive and political
uncertainties and the timing and amount of expenditures. Neither the
Corporation, nor Bassett Media undertakes to update any forward-looking
information, except in accordance with applicable securities laws.
    Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the Filing Statement
of the Corporation to be prepared in connection with the Qualifying
Transaction, any information released or received with respect to the
Qualifying Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should be
considered highly speculative.

    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    Qualifying Transaction and has neither approved nor disapproved the
    contents of this press release.





For further information:

For further information: Julio Di Girolamo, President and Chief
Executive Officer, Media Ventures Corp., Phone No., (416) 862-7009

Organization Profile

MEDIA VENTURES CORP.

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