Recommended Cash Offer by Photochannel Networks Inc. for Pixology PLC



    /NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
    INTO JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
    CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION/

    Unconditional as to acceptances

    VANCOUVER, June 19 /CNW/ - PhotoChannel Networks announces that by
1:00 p.m. (London time) on 18 June 2007, PhotoChannel Networks had received
valid acceptances in respect of 18,643,731 Pixology Shares, representing
91.96 percent of the entire issued share capital of Pixology. The Offer has
become unconditional as to acceptances, and will remain open for acceptance
until further notice.

    Acceptances

    Included within these acceptances are acceptances in respect of
11,126,305 Pixology Shares, representing in aggregate 54.88 percent of the
entire issued share capital of Pixology, which were the subject of irrevocable
undertakings to accept the Offer from certain Pixology Shareholders.
    Neither PhotoChannel Networks nor any person deemed to be acting in
concert with PhotoChannel Networks for the purpose of the Offer held any
Pixology Shares (or rights over Pixology Shares or short positions in Pixology
Shares) immediately prior to the commencement of the Offer Period, nor has
acquired or agreed to acquire any Pixology Shares (or rights over Pixology
Shares or short positions in Pixology Shares) since the commencement of the
Offer Period.

    Acceptance of the Offer

    Pixology Shareholders who have not yet accepted the Offer, and who wish
to do so, should accept the Offer as soon as possible. The procedures for
acceptance of the Offer are set out on pages 15 to 18 of the Offer Document
and in the Form of Acceptance. Additional copies of the Offer Document and
Form of Acceptance can be obtained from Capita Registrars (telephone 0870 162
3121, or +44 208 639 3399 if telephoning from outside the UK).
    If you are in any doubt about the Offer, and/or any action you should
take, you are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, accountant, solicitor or
other financial adviser duly authorized under the Financial Services and
Markets Act 2000, who specializes in advising upon investment in shares and
other securities if you are in the United Kingdom or, if not, from another
appropriately authorized financial adviser in your own jurisdiction.
    Terms used in this announcement shall have the meaning given to them in
the Offer Document posted to Pixology Shareholders on 21 May 2007.

    Enquiries:

    Nabarro Wells                                 020 7710 7400
    Richard Swindells/Marc Cramsie

    Nabarro Wells, which is authorized and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for PhotoChannel
Networks and no one else in connection with the Offer and will not be
responsible to any other person for providing the protections afforded to
clients of Nabarro Wells or for providing advice in relation to the Offer or
the contents of this announcement.
    This announcement does not constitute an offer or invitation to purchase
any securities or the solicitation of an offer to buy any securities, pursuant
to the Offer or otherwise. The Offer is being made solely pursuant to the
Offer Document and the Form of Acceptance accompanying the Offer Document,
containing the full terms and conditions of the Offer, including details of
how the Offer may be accepted.
    The availability of the Offer to Pixology Shareholders who are not
resident in United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders are set out in the Offer Document.
    The Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, electronic mail, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of Australia, Japan or any jurisdiction where to do so would violate
the laws in that jurisdiction and the Offer is not capable of acceptance by
any such use, means, instrumentality or facility, directly or indirectly from
or within Australia, Japan or any such jurisdiction. The Offer to Pixology
Shareholders in the United States or who are otherwise US persons under US
securities laws is being made on the basis that the Offer is exempt from
certain provisions of the Exchange Act that regulate tender offers. Acceptance
of the Offer by such Pixology Shareholders is conditional upon the Offer being
exempt from these requirements of the Exchange Act. The Offer to Pixology
Shareholders who are in Canada, if any, is being made pursuant to an exemption
from the provisions of securities legislation in Canada governing takeover
bids.

    No regulatory authority has approved or disapproved the content of this
    release. The TSX Venture Exchange does not accept responsibility for the
    adequacy or accuracy of this release.





For further information:

For further information: Mr. Robert Chisholm, Chief Financial Officer,
PhotoChannel Networks Inc., (604) 893-8955 ext. 224,
rchisholm@PhotoChannel.com, Investor Information: (800) 261-6796

Organization Profile

PHOTOCHANNEL NETWORKS INC.

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