/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
WASHINGTON, March 23, 2016 /CNW/ - Cricket Media Group Ltd. (TSXV:CKT) ("Cricket Media" or the "Company") announces that it has closed the first tranche of its previously announced bridge financing (the "Junior Bridge Loan") and issued secured convertible debentures in the principal amount of US$2,246,000 (the "Junior Bridge Debentures"). Under this first tranche, US$1,207,000 of the Junior Bridge Debentures were issued for cash and US$1,039,000 of the Junior Bridge Debentures were issued in settlement of an equal amount outstanding under the revolving line of credit of Cricket Media, Inc., a wholly-owned subsidiary of the Company. The Junior Bridge Debentures form part of the Junior Bridge Loan as described in the Company's news release dated February 18, 2016. The issuance of the Junior Bridge Debentures is subject to the final approval of the TSX Venture Exchange.
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% (the "Liquidation Preference"), 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 (except for the Liquidation Preference associated with the Junior Bridge Loan, which, together with the principal amount of the Junior Bridge Loan, will rank pari passu with the principal amount of the Existing Junior Bridge Loan and the balance of the Liquidation Preference, but will rank subordinate to the Company's bank indebtedness).
Certain of the transactions described in this news release constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions ("MI 61-101"). For these transactions the Company is relying on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed on a specified market set out in such section and the Company is relying on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(e) of MI 61-101 on the basis of meeting the financial hardship exemption requirements.
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, [email protected]; Cory Pala, Investor Relations, E.vestor Communication Inc., Phone: (416) 657-2400, [email protected]