WASHINGTON, DC--(Marketwired - Apr 23, 2014) - Cricket Media (TSX VENTURE: CKT) ("Cricket" or the "Company") announces that it has completed an additional tranche of its previously announced non-brokered private placement (the "Offering") and issued 11,058,000 units of the Company (each, a "Unit") at a price of C$0.075 per Unit for gross proceeds of C$829,350. Each Unit consists of one voting common share of the Company and one-third of one voting common share purchase warrant (each whole warrant, a "2014 Warrant"). Each 2014 Warrant entitles the holder to purchase one additional voting common share of the Company at a price of C$0.075 until August 31, 2014.
The Units issued under this tranche of the Offering were issued to Thomas Middelhoff who is leading the Company's international initiatives. Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of the Units to Mr. Middelhoff is a "related party transaction" for the Company. The Company is relying on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 and is relying on the exemption from the minority shareholder approval requirements of MI 61-101 contained in section 5.7(a) of MI 61-101.
"We have invested aggressively in international markets and Thomas has been an important part of those efforts," said Katya Andresen, CEO of Cricket Media. "We welcome his increased investment in the Company at the same time as we are beginning to see the benefits of his work on our behalf. With our greater focus on the media side of the business, Thomas's experience in building global media businesses is increasingly valuable."
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from those registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
All securities issued pursuant to this tranche of the Offering are subject to a four month hold period expiring on August 24, 2014.
About Cricket Media
Cricket Media (TSX VENTURE: CKT) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 14 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone® with multiple language editions and apps in English, Spanish and Chinese. The Company's innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China's leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.Cricketmag.com, www.ePals.com and www.In2Books.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding the completion of the Offering and the expected use of proceeds of the Offering. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive therefrom. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.