Lingo Media Inc.
OTC Bulletin Board : LNGMF
TSX VENTURE : LMD

Lingo Media Inc.

October 05, 2007 13:25 ET

Lingo Media Shareholders Approve All Matters Presented at Annual & Special Meeting

TORONTO, ONTARIO--(Marketwire - Oct. 5, 2007) - Lingo Media Inc. (TSX VENTURE:LMD)(OTCBB:LNGMF) -

THIS PRESS RELEASE IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES. THE SECURITIES REFERRED TO IN THIS PRESS RELEASE WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Lingo Media Inc. (TSX VENTURE:LMD)(OTCBB:LNGMF) ("Lingo Media" or the "Company"), is pleased to announce that its shareholders overwhelmingly approved all resolutions brought before them at the Company's Annual and Special Meeting of Shareholders (the "Meeting") held in Toronto today regarding the acquisition (the "Acquisition") of Speak2Me Inc. ("Speak2Me").

In addition to approving the Acquisition at the Meeting, shareholders also approved the following:

- the election of new directors;

- the re-appointment of auditors;

- the adoption of an amended stock option plan; and

- amendment of the Articles of Lingo Media to provide for the consolidation of the common shares of Lingo Media on the basis of seven (7) common shares into one (1) post-consolidated common share and the change of the Company's name to Lingo Media Corporation.

Acquisition of Speak2Me

The Acquisition will be completed by way of a share exchange agreement entered into between Lingo Media, Speak2Me and the shareholders of Speak2Me (the "Vendors") on the basis of a share exchange ratio of one post-consolidated common share of Lingo Media for each 3.975 shares of Speak2Me. As part of the Acquisition, all outstanding Speak2Me warrants will be exercised or cancelled prior to the close of the Acquisition.

Under the terms of the Acquisition, Lingo Media will acquire all the issued and outstanding shares of Speak2Me in exchange for approximately 4,500,366 post-consolidated common shares of Lingo Media such that upon completion of the Acquisition, Speak2Me will be a wholly-owned subsidiary of Lingo Media.

Related Parties

Due to the ownership of Speak2Me shares by Michael P. Kraft, President & CEO of Lingo Media, the Acquisition constitutes a "related party transaction" (as such term is defined in Ontario Securities Commission Rule 61-501 ("Rule 61-501")) and the terms of the completion of the Acquisition require Lingo Media and Speak2Me to comply in all respects with the provisions of Rule 61-501.

Mr. Kraft is also a director of Speak2Me and beneficially owns, indirectly through Buckingham Group Limited, 1,583,333 common shares representing 10.63% of the issued and outstanding common shares of Speak2Me. Mr. Kraft declared a conflict of interest and abstained from voting on the matters relating to the Acquisition at Lingo Media's Meeting.

Share Consolidation of Lingo Media

The shareholders of Lingo Media also approved the consolidation of all its common shares on a one-for-seven basis (the "Consolidation") by way of a special resolution of the shareholders at the Company's Meeting. There are currently 35,794,103 common shares outstanding and 4,155,170 options that are exercisable into an equivalent number of common shares. The Consolidation will reduce the number of common shares outstanding to approximately 5,113,443 common shares (or 5,707,039 if all outstanding options were exercised).

As part of the Consolidation, Lingo Media's shareholders approved a change of the Company's name (the "Name Change") to "Lingo Media Corporation", or such other name as may be determined by its Board of Directors.

Further information regarding the Acquisition, Consolidation and Name Change is available in Lingo Media's Management Information Circular, which was mailed to shareholders on or about September 10, 2007 and is available on www.sedar.com.

About Lingo Media (TSX VENTURE:LMD)(OTCBB:LNGMF)

Lingo Media is a publisher and distributor of educational programs in China and Canada.

In China, Lingo Media publishes print, audio/video cassette and CD-based English language learning programs for students and teachers from pre-school through university. Lingo Media has an established presence in the Chinese educational market of more than 200 million English language students. To date, over 165 million units from Lingo Media's library of more than 300 program titles have been published and sold in China.

In Canada, Lingo Media specializes in the field of early childhood cognitive development, through its recent acquisition of 70% of A+ Child Development (Canada) Ltd. ("A+"), which distributes educational materials along with its unique curriculum. A+ has been operating in Canada for over ten years through its four offices in Calgary, Edmonton, Vancouver and Toronto. Lingo Media plans to introduce A+'s learning system and products to parents of pre-school children in China.

To learn more, visit www.lingomedia.com

Portions of this press release include "forward-looking statements", which may be understood as any statement other than a statement of historical fact. Forward-looking statements contained in this press release are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from management's expectations and projections expressed in this press release. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's Annual Report 20-F and other reports filed with the Securities and Exchange Commission.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

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