Fifty-Plus.Net International Inc.
TSX VENTURE : FPN

Fifty-Plus.Net International Inc.

December 31, 2007 11:59 ET

Fifty-Plus.Net International Inc. Announces Acquisition of Media and Marketing Assets and Moses Znaimer as New Controlling Shareholder

TORONTO, ONTARIO--(Marketwire - Dec. 31, 2007) - The Board of Directors of Fifty-Plus.Net International Inc. (TSX VENTURE:FPN) today announced that FPN has completed the previously announced transaction to acquire certain media assets which are synergistic with its online media business.

Under the transaction, Olympus Management Limited ("OML") acquired control of FPN through a Reverse Take-Over by providing cash and vending in certain assets. OML is a private Ontario corporation, owned and operated by noted media entrepreneur Moses Znaimer.

Mr. Znaimer is currently Chairman/Executive Producer of Classical 96.3 FM and 101.3 FM radio, Toronto, and President/Executive Producer of MZTV, a boutique television production and distribution company in Toronto. He was co-founder, President and Executive Producer of Citytv, MuchMusic, Bravo!, Space and Canadian Learning Television, as well as many other local stations and national specialty TV channels in Canada and around the world.

The transaction has three components:

1. OML subscribed for and FPN issued to OML 30 million units at a purchase price of $0.10 per unit for aggregate gross proceeds of $3.0 million. Each unit consists of one common share and one share purchase warrant, exercisable at $0.10 per common share for three years. Proceeds of this private placement will be applied to growth and improvement of operations, as well as new business development.

2. OML transferred to FPN a 66.7% interest in Kemur Publishing Co. Ltd., publishers of CARP Magazine, in consideration for the issuance to OML by FPN of 30 million common shares of FPN, valued at $0.10 per share, for a total value of $3.0 million. CARP Magazine, produced on behalf of CARP, Canada's Association for the Fifty-Plus, is published nine times a year and has a paid circulation of approximately 190,000.

3. OML transferred to FPN certain marketing rights related to the right, title and interest held by CARP in its business name, trademarks and other intellectual property rights, in consideration for the issuance to OML by FPN of 71 million common shares valued at $0.10 per share for a total value of $7.1 million.

Coincident with the closing of this transaction, FPN also acquired the remaining 33.3% interest in Kemur Publishing Co. Ltd. from MRHD Holdings Ltd. ("MRHD"), controlled by the Morgenthau family, founders of CARP, in consideration of the issuance by FPN of 12.5 million common shares of FPN valued at $0.10 per share for a total value of $1.25 million.

The effect of the transaction will be to consolidate under FPN both the online and offline media currently associated with CARP and published on behalf of CARP. These will be complemented by FPN's other online publishing assets, including www.50plus.com and five electronic newsletters.

As a result of the Reverse Take-Over, 131,000,000 common shares and 30,000,000 common share purchase warrants ("Warrants") of FPN were acquired by OML. For the purposes of National Instrument 62-103 early warning reporting, the address of OML is 15 Olympus Avenue Toronto, Ontario M6S 1L2. Immediately before the Reverse Take-Over, OML did not exercise control or direction over any securities of FPN and the current issued and outstanding share capital of FPN after completion of this transaction is 170,538,803 common shares on a non-diluted basis and 216,634,820 common shares on a fully diluted basis. As a result of the Reverse Take-Over, OML owns (a) 131,000,000 common shares on a non-diluted basis representing 76.9% of the common shares on a non-diluted basis, and (b) 161,000,000 common shares on a fully-diluted basis representing 74.5% of the common shares on a fully diluted basis. OML has acquired these securities of FPN for investment purposes, and has no current intention to increase the beneficial ownership of, or control or direction over, securities of FPN.

As a result of the Reverse Take-Over, 12,500,000 common shares of FPN were acquired by MRHD Holdings Limited ("MRHD"). For the purposes of National Instrument 62-103 early warning reporting, the address of MRHD is Third Floor, 272 Lawrence Avenue West, Toronto, Ontario M5M 4M1. Immediately before the Reverse Take-Over, MRHD did not exercise control or direction over any securities of FPN and 1068265 Ontario Limited, which is under joint direction and control by the Morgenthau family (the "Morgenthau Group") as described below, owned 9,200,000 common shares of FPN. As noted above, the current issued and outstanding share capital of FPN after completion of the Reverse Take-Over is 170,538,803 common shares on a non-diluted basis and 216,634,820 common shares on a fully diluted basis. As a result of the Reverse Take-Over, the Morgenthau Group has control and direction over (a) 21,700,000 common shares on a non-diluted basis representing 12.7% of the common shares on a non-diluted basis, and (b) 21,700,000 common shares on a fully-diluted basis representing 10.1% of the common shares on a fully diluted basis. The Morgenthau Group has acquired these securities of FPN for investment purposes, and has no current intention to increase the beneficial ownership of, or control or direction over, securities of FPN.

Certain components of the Reverse Take-Over constitute a "related party transaction" for the purposes of Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions (the "OSC Rule"). MRHD is controlled by members of the Morgenthau Group, who also control 1068265 Ontario Limited, the largest shareholder of FPN holding a total of 9.2 million shares representing 34.0% of the issued and outstanding shares of FPN immediately before the Reverse Take-Over. In addition, the President and Chief Executive Officer of FPN at the time of the Reverse Take-Over, Eric L. Vengroff, is related to members of the Morgenthau family. Members of the Morgenthau family own the 33 1/3% interest in Kemur sold to FPN as part of the Reverse Take-Over, and an affiliate of MRHD is entitled to receive a portion of the payments made with respect to certain deferred payment obligations to other parties, incurred by OML in order to acquire the royalty rights and to be assumed by FPN as part of the Reverse Take-Over. Finally, a loan provided by Mr. Murray Morgenthau of the Morgenthau family in the amount of $250,000 will be repaid by FPN upon closing of the Reverse Take-Over. The transaction is exempt from the related party valuation and minority securityholder approval requirements of the OSC Rule on the basis that no securities of FPN were listed or quoted on any specified markets, such markets specified by the OSC Rule to be the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States. The TSX Venture Exchange has made its approval conditional on the approval of the transaction by shareholders other than those related to the Morgenthau family, and shareholder approval of the Reverse Take-Over was obtained on this basis.

Upon completion of the transaction, Moses Znaimer was appointed as President and CEO of FPN. Eric Vengroff and David Cravit were appointed as Executive Vice Presidents and Gordon Poland was appointed as Chief Financial Officer. The board of directors consists of Moses Znaimer, Julia Johnston, George Grant, Jason Tafler and Dr. David Morgenthau.

There are no securities of FPN which are currently subject to escrow or pooling restrictions. Pursuant to TSX Venture Exchange Policy 5.4, "Escrow, Vendor Consideration and Resale Restrictions", certain parties to the Reverse Take-Over have entered into an escrow agreement in the prescribed form. In addition, securities held by certain parties to the Reverse Take-Over are subject to a four month resale restriction pursuant to applicable securities laws which expires on April 29, 2008. The following table summarizes the terms of the escrow and resale restrictions in connection with securities held by these parties.



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Holder Common Shares (%) Subject to Escrow(1)
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Olympus Management Limited 131,000,000 (76.8%) (2)(3)
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MRHD Holdings Ltd. 12,500,000 (7.3%)
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1068265 Ontario Limited 9,200,000 (5.4%)
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Seniority Plus Limited 2,800,000 (1.6%)
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Eric L. Vengroff 185,000 (0.09%)
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David J. Cravit 42,000 (0.02%)
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Jason L. Tafler 498,000 (0.3%)
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Total 156,225,000 (91.6%)
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Notes:
(1) Based on 170,538,803 common shares issued and outstanding after giving
effect to the Reverse Take-Over.
(2) OML also owns 30,000,000 common share purchase warrants (herein
referred to as, the "Warrants) all of which are escrowed on the terms
provided for herein.
(3) These shares are subject to a resale restriction pursuant to applicable
securities laws which expires on April 29, 2008.


A total of 156,225,000 common shares and 30,000,000 Warrants have been deposited to the escrow agreement dated December 28, 2007, pursuant to which Computershare Investor Services Inc. is the escrow agent. The common shares and Warrants under this escrow agreement are automatically released as to 25% (39,056,250 common shares and 7,500,000 Warrants) upon the date of the bulletin of the TSXV confirming final approval of the Reverse Take-Over, and upon every six months thereafter as to 25% (39,056,250 common shares and 7,500,000 Warrants), for a total escrow period of 18 months.

Investors are cautioned that, except as disclosed in the management information circular distributed in connection with the transaction, any information released or received with respect to the transaction between FPN, OML and the Morgenthau family may not be accurate or complete and should not be relied upon. Any trading in the securities of FPN should be considered highly speculative.

Trading in the shares of FPN has been halted by the TSX Venture Exchange and trading will not resume until such time as FPN completes certain customary filings with the TSX Venture Exchange. Further announcements will be made as to when trading will resume.

The TSX Venture Exchange has not passed on the merits of the proposed transactions.

About Fifty-Plus.Net International Inc.

Fifty-Plus.Net International Inc. (FPN) operates as The 50Plus Group, Canada's leading provider of online content targeting the 50+ age group. Altogether, the 50Plus Group's portfolio of web sites and electronic newsletters delivers over 2 million pages views per month. The key property is www.50plus.com, delivering a wide range of information, entertainment, community (forums, dating, blogs) and commerce together with four electronic newsletters (health, money, travel, lifestyle), each of which has over 120,000 opt-in subscribers.

The 50Plus Group also produces and manages www.carp.ca, the online home of CARP, Canada's Association for the Fifty-Plus. With almost 400,000 members, CARP is Canada's largest association for the 50+. In addition, The 50Plus Group has recently launched www.nomorewaiting.info, a web site focusing on CARP's advocacy campaign, "No More Waiting," which aims to influence governments to improve health care performance. The 50Plus Group also produces CARP Action Online, an electronic newsletter for CARP members.

The 50Plus Group has a strategic alliance with Decima Research, to develop original research on the 50+ market, its demographics, psychographics and purchasing behavior.

Cautionary note on forward-looking statements

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Certain statements made in this release are "forward-looking statements" which may include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words 'believe,' 'anticipate,' 'expect,' 'estimate,' 'project,' 'will be,' 'will continue,' 'will likely result' or similar words or phrases. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in filings by Fifty-Plus.Net International Inc. with provincial securities commissions. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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