Fluid Music Enters into Engagement Letter

    
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TORONTO, Nov. 11 /CNW/ - Fluid Music Canada, Inc. ("Fluid"; TSX: FMN) today announced that it has entered into an engagement letter with Desjardins Securities Inc. and Octagon Capital Corporation in relation to a proposed private placement of up to $10 million of Fluid common shares. The proposed private placement will be marketed on an agency best efforts basis and priced in the context of the market. The proceeds of the proposed private placement, if any, will be used for general corporate purposes, including if necessary to satisfy the cash consideration payable by Fluid pursuant to its previously announced take-over bid for Somerset Entertainment Income Fund ("Somerset") which expires at 6:00 p.m. (Toronto time) on November 25, 2009 (the "Offer"). There can however be no assurance that the private placement will be completed or if completed, as to the size, pricing or other terms thereof.

About Fluid Music Canada, Inc.

Fluid is a leading private label music aggregation and distribution company, providing music solutions to both business and individual consumers. Fluid has compiled a music library of over five million songs, free of digital rights management restrictions, from a diverse network of producers, including major label, independent and emerging artists. Fluid's revenue model is comprised largely of programming and broadcasting services for retail and hospitality businesses through a wholly-owned subsidiary. Fluid's objective is to grow its business by monetizing its music catalogue through a range of sales channels and partners.

About Somerset Entertainment Income Fund

Somerset is the leading North American producer and distributor of specialty music and DVDs sold internationally through non-traditional music retailers using interactive displays and a distributor of music in digital format. Somerset's extensive distribution network includes mass merchants, specialty chains and independent gift stores in more than 20 countries, including the United States and Canada. Based in Toronto, Canada, Somerset employs over 180 people at offices in Toronto, Ontario (Canada); Buffalo Grove, Illinois, and Minneapolis, Minnesota (U.S.A.); and Essex, England (U.K.).

Forward-Looking Statements

Certain statements contained in this release, in addition to certain statements contained in Fluid's Offer and the Circular dated October 20, 2009 (the "Take-over Bid Circular"), concerning Fluid's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Somerset and Fluid are forward-looking statements. Initially capitalized terms not otherwise defined herein have the meaning ascribed to them in the Take-over Bid Circular. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: the ability of Somerset and Fluid to meet their respective revenue targets; the ability to achieve cost synergies; the completion of the offer in accordance with its terms; general industry and economic conditions; changes in Somerset's and Fluid's relationships with their customers and suppliers; pricing pressures and other competitive factors; and changes in regulatory requirements affecting the businesses of Somerset and Fluid. Fluid has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. While Fluid considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: failure to satisfy the conditions of the Offer; risks related to any inefficiencies with the structure of Somerset and/or Fluid, their respective tax treatments and any costs associated with reorganizing Somerset following closing; Fluid may not have sufficient funds to repay the Convertible Debentures in cash at maturity; general economic and business conditions; financing risk; risks inherent in the business of operating Somerset and Fluid, including the inability to attract and retain qualified employees; competition; disruptions in business operations; interest rate and foreign currency fluctuations; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; and liability and other claims asserted against Somerset or Fluid. There can be no assurance that the private placement referred to in this press release will be completed or if completed, as to the size, pricing or other terms thereof. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

All of the forward-looking statements made in the offer and the Circular are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Fluid and/or Somerset. Forward-looking statements are given only as at the date hereof and both Fluid and Somerset disclaim any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

Additional information relating to Fluid Music Canada, Inc. is available at www.fluidmusic.com and www.sedar.com. Additional information relating to Somerset Entertainment Income Fund is available at www.somersetent.com and www.sedar.com.

SOURCE FLUID MUSIC CANADA, INC.

For further information: For further information: Fluid Music Canada, Inc., Lorne Abony, President & Chief Executive Officer, (310) 665-9878

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FLUID MUSIC CANADA, INC.

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