/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
WASHINGTON, DC, Feb. 18, 2016 /CNW/ - Cricket Media Group Ltd. (TSXV:CKT) ("Cricket Media" or the "Company") announces that it is conducting a non-brokered private placement (the "Junior Bridge Loan") of secured convertible debentures in the aggregate principal amount of up to US$4,500,000 (the "Junior Bridge Debentures"). The Junior Bridge Loan will mature on April 30, 2016 and bears interest at a rate of 5% per annum. The Company has the option to pay accrued interest in cash, or by issuing the lenders under the Junior Bridge Loan Series B preferred shares of the Company ("Series B Shares") at a price of US$0.25 per Series B Share, provided that, if the market price of the voting common shares of the Company at the time of the settlement is greater than US$0.25, the Company shall instead issue voting common shares or restricted voting common shares to the lender at such market price. The Junior Bridge Debentures are convertible into Series B Shares at the option of the holder at a conversion price of US$0.25 per share. In the event that the Company raises aggregate gross proceeds of a minimum of US$5 million pursuant to an equity financing (the "Financing") of preferred shares (the "Financing Preferred Shares") all outstanding indebtedness under the Junior Bridge Loan will convert into, at the option of the holder: (A) Financing Preferred Shares at a conversion price equal to the greater of: (i) 80% of the issue price per share under the Financing; and (ii) US$0.15 per share; or (B) Series B Shares at a price of US$0.25 per share, or a combination of (A) and (B) at the holder's option. The Company intends to use the net proceeds of the Junior Bridge Loan to fund operating expenses.
The Junior Bridge Debentures rank junior to the Company's 5% secured convertible debentures in the aggregate principal amount of US$4,000,000 (the "Existing Senior Bridge Loan") and the Company's 5% secured convertible debentures in the aggregate principal amount of US$11,505,016 issued pursuant to an amended and restated trust indenture dated January 21, 2016. The Junior Bridge Debentures rank pari passu with the Company's 5% secured convertible debentures in the aggregate principal amount of US$2,884,000 (the "Existing Junior Bridge Loan"). In the event of the winding up or liquidation of the Company or a sale of all or substantially all of the assets or capital stock of the Company, the principal amount of the Junior Bridge Loan, the Existing Senior Bridge Loan and the Existing Junior Bridge Loan outstanding at such time will be deemed to have increased by 100%, which increased amount will form a secured debt obligation of the Company which will rank pari passu with the principal amount of each of the Junior Bridge Loan and the Existing Junior Bridge Loan as well as the Company's bank indebtedness.
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 11 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone®. 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.cricketmedia.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: Aric Holsinger, Chief Financial Officer, Cricket Media, Phone: (703) 885-3400, firstname.lastname@example.org; Cory Pala, Investor Relations, E.vestor Communication Inc., Phone: (416) 657-2400, email@example.com