NETWORK MEDIA ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURES AND DEBT SETTLEMENT

Executive Summary

• Network Media Group Inc. completed a non‑brokered private placement of convertible debentures raising CAD $650,000.
• The company settled CAD $350,000 of debt to certain directors by issuing 1,150,000 common shares at a deemed price of CAD $0.15 per share.
• Proceeds are earmarked for general administrative purposes and repayment of existing debt; the transactions are subject to TSX Venture Exchange approval and statutory hold periods.

Key Details

• Offering Size: Gross proceeds of CAD $650,000 from convertible debentures.
• Debenture Terms: 12% annual interest; maturity 24 months from issuance; conversion price CAD $0.50 per share; holders may elect conversion at any time before maturity.
• Use of Proceeds: General administrative purposes and settlement of existing debt.
• Regulatory Conditions: Completion pending final TSX Venture Exchange approval; securities subject to a four‑month‑plus‑one‑day statutory hold period.
• Debt Settlement: CAD $350,000 owed to certain directors settled by issuing 1,150,000 common shares (“Settlement Shares”).
• Settlement Share Price: Deemed price of CAD $0.15 per share (non‑arm’s length transaction).
• Control Impact: No new control person or insider created as a result of the settlement.
• Exemptions Relied Upon: MI 61‑101 exemptions for valuation and minority shareholder approval because consideration does not exceed 25% of market capitalization.
• Independent Review: Settlement approved by the company’s independent director.

Notable Quotes

(No direct quotes were provided in the release.)