/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
WASHINGTON, DC, March 17, 2015 /CNW/ - Cricket Media Group Ltd. (TSXV:CKT) ("Cricket Media" or the "Company") announces that ZG Ventures, LLC ("ZG") has forgiven an aggregate of US$1,000,000 of indebtedness owing by Cricket Media, Inc., a wholly-owned subsidiary of the Company ("CMI"), to ZG under a loan facility pursuant to which CMI is entitled to borrow up to a maximum of US$2,500,000 on a revolving basis. As consideration for the forgiveness of debt, CMI has agreed, subject to certain conditions, to indemnify Miles Gilburne and Nina Zolt, the principals of ZG, from all payment obligations that may be incurred by them in connection with a personal guarantee they have provided to The National Capital Bank of Washington ("NCBW"), whereby they have guaranteed the repayment by ePals Foundation, Inc., an entity which CMI controls, of US$1,500,000 of indebtedness incurred by ePals Foundation pursuant to a commercial line of credit with NCBW.
Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the transaction described above constitutes 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.
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. 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 Inc.
For further information: Katya Andresen, Chief Executive Officer, Cricket Media, Phone: (703) 885-3400, [email protected]; Cory Pala, Investor Relations, E.vestor Communications Inc., Phone: (416) 657-2400, [email protected]