TORONTO, Jan. 10 /CNW/ - Media Ventures Corp. ("Media Ventures" or the
"Company"), a capital pool company, is pleased to announce that it has entered
into an arm's length binding letter agreement (the "Agreement") dated January
10, 2008 with Bassett Media Group Inc. ("Bassett Media"), pursuant to which
Media Ventures will, subject to a number of conditions, acquire all of the
issued and outstanding securities of Bassett Media. The transaction will
constitute the Company's qualifying transaction (the "Qualifying Transaction")
under the policies of the TSX Venture Exchange (the "Exchange").
Under the terms of the Agreement, Media Ventures has agreed to form a new
corporation ("Newco") for the purpose of amalgamating with Bassett Media.
Newco will be a wholly-owned, Ontario-based subsidiary of the Company. As
consideration for the amalgamation of Bassett Media and Newco, holders of the
5,386,001 issued and outstanding common shares in the capital of Bassett Media
("Bassett Media Shares") will be entitled to receive, in the aggregate,
34,090,909 common shares of the Company ("Media Ventures Shares") so as to
reflect an approximate $7.5 million valuation for Bassett Media, provided that
such valuation is accepted by the Exchange. The foregoing Media Ventures
Shares will be issued at an ascribed price of $0.22 per Media Ventures Share,
representing a 10% premium above the initial public offering price of Media
The principal stakeholder of Bassett Media is its President and Chief
Executive Officer, Matthew Bassett, who owns or controls approximately 58% of
the issued and outstanding Bassett Media Shares. Upon completion of the
Qualifying Transaction, Mr. Bassett will own or control approximately 42% of
the issued and outstanding shares of the Company.
The closing of the Qualifying Transaction with Bassett Media is subject
to a number of conditions, including, but not limited to the following:
1. completion or waiver of sponsorship;
2. receipt of all required regulatory approvals, including the approval
of the Exchange;
3. completion of all due diligence reviews;
4. receipt of all director and shareholder approvals as may be required
under applicable laws or regulatory policies; and
5. execution of a formal amalgamation agreement.
Upon execution of the Agreement and in accordance with Exchange policy,
Media Ventures will provide Bassett Media with a refundable payment of
$25,000. Media Ventures intends to provide a further $200,000 to Bassett Media
in the form of a secured demand loan as soon as reasonably practicable
following approval of such $200,000 loan by the Exchange. The $25,000
refundable payment and $200,000 loan (collectively, the "Deposits") will
become non-refundable and non-repayable, as the case may be, upon confirmation
or waiver by Media Ventures of the due diligence conditions set forth in the
Sponsorship of a qualifying transaction of a capital pool company is
required by the Exchange unless otherwise exempt in accordance with Exchange
policies. Media Ventures and Bassett Media intend to retain a qualified entity
as soon as is reasonably practicable following the date hereof to act as
sponsor of the Qualifying Transaction in accordance with Policy 2.2 of the
A filing statement in respect of the proposed Qualifying Transaction will
be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR
at www.sedar.com no less than seven business days prior to the closing of the
Qualifying Transaction. A press release will be issued once the filing
statement has been filed.
About Bassett Media Group Inc.
Bassett Media Group Inc. ("Bassett Media") is a Toronto-based media
company created for the purpose of holding and developing various
media-focused businesses. Its two primary subsidiaries in the media space are
Impulse Media Inc. ("Impulse") and Concourse Media Inc. ("Concourse").
Concourse was founded in 2002 and is one of the largest network providers
of digital advertising in Canada. Focused in Toronto's underground PATH
system, Canada's most densely populated urban economic centre, Concourse's
existing network of seventy (70) high-impact digital display screens reaches
over three hundred and fifty thousand (350,000) viewers on a daily basis.
Impulse, also based in Toronto, was founded in 2005 and operates Canada's
largest in-store national retailer digital advertising network. Impulse
focuses on point of purchase sales with strategically-positioned digital
screens in PharmaPlus and Rexall pharmacies throughout the country.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance. Where applicable, the
transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the or filing
statement to be prepared in connection with the transaction, any information
released or received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital
pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
For further information:
For further information: Julio Di Girolamo, President and Chief
Executive Officer, Media Ventures Corp., Phone No.: (416) 862-7009