Media Ventures Corp. provides update regarding its qualifying transaction with Bassett Media Group Inc.



    TSX VENTURE: MED.P

    TORONTO, May 25 /CNW/ - Further to its press release of March 18, 2009,
Media Ventures Corp. ("Media Ventures" or the "Corporation"), a capital pool
company, today announced the revised terms of its qualifying transaction
("Qualifying Transaction") with Bassett Media Group Inc. ("Bassett Media").
    The amalgamation agreement entered into between Media Ventures, 2200096
Ontario Limited ("Media Ventures Sub") and Bassett Media on March 13, 2009
(the "Amalgamation Agreement") was amended effective May 19, 2009 to reflect
that Bassett Media will be completing a private placement of units ("Units")
immediately prior to closing of the Qualifying Transaction at a price of $1.90
per Unit for maximum gross proceeds of $660,000 (the "Concurrent Financing").
Each Unit will consist of one common share in the capital of Bassett Media and
one warrant (a "Warrant"). Each Warrant will, in turn, be exercisable into one
Bassett Media share at a price of $2.15 within 24 months of closing of the
Concurrent Financing.
    Subject to applicable law, Bassett Media may pay a finder's fee to one or
more registered securities dealers ("Finders") who introduce subscribers for
Units to Bassett Media. Finders may be eligible to receive (A) a cash
commission of up to 10% of the gross proceeds received by Bassett Media from
the sale of Units to subscribers introduced to Bassett Media by such Finder,
and (B) such number of units ("Concurrent Financing Finder's Units") as is
equal to 10% of the number of Units sold to subscribers introduced to Bassett
Media by the Finder in connection with the Offering. Each Concurrent Financing
Finder's Unit is divisible immediately upon closing of the Concurrent
Financing into one common share in the capital of Bassett Media (each, a
"Concurrent Financing Finder's Share") and one common share purchase warrant
(each, a "Concurrent Financing Finder's Warrant"). The Concurrent Financing
Finder's Warrants will have the same attributes as the Warrants. No other
commissions will be paid by Bassett Media in connection with the Concurrent
Financing.
    Pursuant to the Amalgamation Agreement, as amended, upon closing of the
Qualifying Transaction, Bassett Media and Media Ventures Sub will complete an
amalgamation under the Business Corporations Act (Ontario) (the
"Amalgamation"). As consideration for the Amalgamation, the security-holders
of Bassett Media will receive replacement Media Ventures securities on the
following basis:

    
    -  each outstanding Bassett Media share (including the shares issuable
       upon completion of the Concurrent Financing) will be exchanged for
       approximately 8.6 Media Ventures shares at a deemed price of $0.22 per
       Media Ventures share;

    -  Media Ventures will issue approximately 8.6 replacement warrants
       ("Replacement Warrants") in exchange for each Warrant that is issued
       and outstanding upon completion of the Concurrent Financing. The
       Replacement Warrants will have substantially the same terms and
       conditions as so provided by the Warrants, except that each
       Replacement Warrant will be exercisable into one Media Ventures Share
       at a price of $0.25 within 24 months of closing of the Qualifying
       Transaction;

    -  Media Ventures will issue approximately 8.6 replacement finder's
       warrants ("Replacement Finder's Warrants") in exchange for each issued
       and outstanding Concurrent Financing Finder's Warrant. The Replacement
       Finder's Warrants will have substantially the same terms and
       conditions as so provided by the Concurrent Financing Finder's
       Warrants, except that each Replacement Finder's Warrant will be
       exercisable into one Media Ventures Share at a price of $0.25 within
       24 months of closing of the Qualifying Transaction; and

    -  the 34,350 outstanding Bassett Media broker warrants will be exchanged
       for a total of 295,677 Media Ventures broker warrants ("Replacement
       Broker Warrants") having substantially the same terms as the Bassett
       Media broker warrants, except that each Replacement Broker Warrant
       will be exercisable into one Media Ventures share at an exercise price
       of $0.07 within 12 months of closing of the Qualifying Transaction.
    

    A special meeting of the shareholders of Bassett Media is scheduled for
May 28, 2009 in order for shareholders to consider and, if deemed advisable,
approve the Qualifying Transaction.
    Closing of the Qualifying Transaction is subject to a number of customary
conditions, including the approval of Bassett Media's shareholders and the TSX
Venture Exchange, and the absence of any material adverse effects on the
financial and operating conditions or the assets of the parties.

    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.

    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.
    Blackmont Capital Inc., subject to completion of satisfactory due
diligence, has agreed to act as sponsor in connection with the 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.





For further information:

For further information: Julio Di Girolamo, President and Chief
Executive Officer, Media Ventures Corp., Phone No.: (416) 862-7009; Matthew
Bassett, President and Chief Executive Officer, Bassett Media Group Inc.,
Phone No.: (416) 214-5997

Organization Profile

MEDIA VENTURES CORP.

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