Brighter Minds Media, Inc.

Brighter Minds Media, Inc.

February 25, 2008 09:15 ET

Brighter Minds Media Inc. Announces Closing of Brokered Private Placement and Concurrent Shares for Debt Transaction

TORONTO, ONTARIO--(Marketwire - Feb. 25, 2008) -


Brighter Minds Media Inc. ("Brighter Minds" or the "Company") (TSX VENTURE:BRI) is pleased to announce that it has closed a brokered private placement of 5,850,000 common shares for aggregate gross proceeds of $702,000 (the "Offering") and concurrently closed a shares for debt transaction extinguishing $576,609 of previously outstanding debt which was previously announced in a press release dated February 14, 2008. All common shares were issued at a price of CDN$0.12 per common share.

The Offering was brokered by Wingate Investment Management Ltd. who received a cash commission equal to 7% of the gross proceeds arising from the Offering and broker warrants equal to 8% of the number of common shares sold under the Offering. The commission and broker warrants were only payable in respect of the Offering and not the debt extinguishing transaction. A certain portion of the commissions earned will be invested into another round of this private placement which will total up to $2 Million as per the press release dated February 14, 2008.

Pursuant to the shares for debt transaction, Hargan-Global Ventures Inc. ("Hargan"), an insider of the Company located at 4850 Keele Street, Toronto, Ontario, acquired from treasury 4,805,080 common shares of the Company representing 7.28% of the issued and outstanding common shares. The common shares were acquired as consideration for the repayment of debt owing by the Company pursuant to a cash loan (the "Loan") in the amount of $576,609, including accrued interest. Following completion of the Offering and shares for debt transaction, Hargan owns 35,942,512 common shares representing 54.45% of the issued and outstanding common shares of the Company. The common shares were acquired to extinguish debt outstanding under the Loan; at this time Hargan does not have any intention to acquire ownership or control over any additional common shares of the Company. Pursuant to National Instrument 62-103, Hargan will file an early warning report, a copy of which can be obtained at or by contacting Sam Ifergan at the phone number noted above.

All securities issued pursuant to the Offering and the shares for debt transaction will be subject to a four month restricted resale period expiring June 21, 2008.

The proceeds of the Offering will be used to continue the development of new online games and products, working capital, direct sales channels, marketing, hiring of professional staff, capital expenditures and general corporate purposes.

About Brighter Minds Media

Brighter Minds is a publisher of online and multimedia materials for the whole family with a focus on creating a wholesome online environment for children and the family. Brighter Minds is also proud to offer a fun and educational line of retail products including software, DVD games and books. Brighter Minds' products are available online and at major retailers across the United States and Canada. Brighter Minds Media, Inc. is publicly traded on the TSX Venture Exchange (TSX VENTURE:BRI) and is a Hargan Ventures ( investee company. More information about Brighter Minds can be found at

Forward-looking Statements

This news release contains certain information and statements, including those that express management's expectations of future developments or future performance, which may not be based on historical fact and constitute "forward-looking statements" within the meaning of applicable securities laws. Such forward-looking statements include, but are not limited to, statements regarding the Company's strategies, future operations and expected growth and its ability to fund its operations in the future. By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results or developments to be materially different from any future results, events or developments, expressed or implied, by such forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, the Company's ability to compete directly against North American and international companies in the market segments in which it operates; seasonal variations in the Company's revenues; its ability to expand its product lines; its ability to maintain strategic relationships with third-party licensees, licensors and distributors; its dependence on key customers and contracts; its ability to protect its intellectual property; and the time and costs of defending potential intellectual property claims. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise the forward-statements contained herein as a result of new information, future events or otherwise, which statements are expressly qualified by this notice.

Certain of the assumptions made by Brighter Minds in preparing forward-looking information and management's expectations include: maintenance of its existing stable of licenses and future retention of the right to license such properties, its ability to market its products successfully to anticipated customers, the impact of increasing competition, the retention of its key personnel, continued consumer demand for its products, its ability to operate in compliance with all applicable laws and regulations, its ability to obtain financing on acceptable terms and that there will be no significant changes in the regulation of its business.

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

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