/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
WASHINGTON, DC, Dec. 19, 2014 /CNW/ - Cricket Media Group Ltd. (TSXV:CKT) ("Cricket Media" or the "Company") announces that it has issued an aggregate of 1,787,369 restricted voting common shares (the "Consideration Shares") in settlement of aggregate indebtedness of US$1,000,000 payable to ZG Ventures, LLC pursuant to a US$2,500,000 revolving loan facility in favour of Cricket Media, Inc., a wholly-owned subsidiary of the Company. The parties determined the Canadian dollar amount of the debt to be C$1,161,790 and the restricted voting common shares were issued at a deemed price of C$0.65 per share.
The Company also announces that the terms of the loan facility have been amended to extend the repayment date of all outstanding principal and interest from December 31, 2014 to March 31, 2015. All other terms of the loan facility remain unchanged including that interest accrues on any unpaid balance at a rate of one percent (1.00%) per annum.
Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of the Consideration Shares and the amendment to the loan facility is each a "related party transaction" for the Company. For the issuance of the Consideration Shares, the Company has relied on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 and has 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. The amendment to the loan is not subject to the valuation requirement of MI 61-101 and the Company has relied on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(f) of MI 61-101.
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.
The Consideration Shares are subject to resale restrictions for a period of four months from the date of issuance.
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 products and services. 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 press 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 there from. 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, firstname.lastname@example.org; Cory Pala, Investor Relations, E.vestor Communications Inc., Phone: (416) 657-2400, email@example.com