Network Media arranges $650,000 debenture financing

Executive Summary

• Network Media Group Inc. announced a non‑brokered private placement of convertible debentures to raise $650,000 in gross proceeds.
• The debentures bear 12 % annual interest, mature 24 months after issuance, and are convertible at $0.50 per share.
• Concurrently, the company will settle $350,000 of debt owed to certain directors by issuing 1.15 million common shares at a deemed price of $0.15 per share, subject to TSX‑V approval and statutory hold periods.

Key Details

• Offering Structure:
• Private placement of convertible debentures (non‑brokered).
• Gross proceeds targeted: $650,000.
• Interest rate: 12 % per annum.
• Maturity: 24 months from issuance date.

• Conversion right: holders may convert any time before maturity at $0.50 per share.

• Closing Timeline:

• Expected closing on or before 30 September 2025, subject to TSX Venture Exchange approval.

• Regulatory Basis:

• Offering relies on prospectus exemptions under National Instrument 45‑106.

• Debentures and conversion shares will be subject to a statutory hold period of four months and one day from issuance.

• Debt Settlement Transaction:

• Outstanding debt to certain directors: $350,000.
• Settlement via issuance of 1.15 million common shares at a deemed price of $0.15 per share.

• Treated as a non‑arm’s‑length related‑party transaction under MI 61‑101; exemption from formal valuation and minority shareholder approval because consideration does not exceed 25 % of market capitalization.

• Approvals & Conditions:

• Both the debenture offering and the settlement shares issuance require TSX Venture Exchange approval.
• Settlement shares also subject to a statutory hold period of four months and one day.
• Independent director reviewed and approved the debt settlement.

Notable Quotes

No executive quotes were provided in the release.