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

Fifty-Plus.Net International Inc.

December 03, 2007 12:31 ET

Fifty-Plus.Net International Inc. Announces Annual and Special Meeting Date

TORONTO, ONTARIO--(Marketwire - Dec. 3, 2007) - On August 30, 2007 the Board of Directors of Fifty-Plus.Net International Inc. (TSX VENTURE:FPN) announced that FPN entered into a letter of intent dated April 26, 2007, with Olympus Management Limited ("OML") to acquire control of FPN by providing cash and vending in certain assets. OML is a private Ontario corporation, owned and operated by noted media entrepreneur Moses Znaimer.

A Management Information Circular dated November 22, 2007 containing the details of the meeting and the proposed transaction has been prepared and filed on www.sedar.com. The Management Information Circular will be mailed to shareholders of record as at October 30, 2007.

The annual and special meeting of the shareholders of FPN will be held at Suite 1304, 27 Queen Street East, Toronto, Ontario, M5C 2M6 on the 28th day of December, 2007, at the hour of 9:00 o'clock in the morning (Toronto time) for the following purposes:

1. To receive the audited financial statements of the Corporation for the fiscal year ended June 30, 2007, together with the report of the auditors thereon;

2. To authorize the board of directors to determine in their discretion the number of directors serving on the Corporation's board of directors;

3. To elect directors of the Corporation as nominated by management;

4. To appoint the auditor of the Corporation for the ensuing year and to authorize the board of directors to fix the auditor's remuneration;

5. To consider and if thought appropriate, approve the following resolutions regarding certain matters herein referred to as the "Reverse Take-Over":

(a) an ordinary resolution approving the issuance of 30,000,000 common shares of FPN and common share purchase warrants to acquire 30,000,000 common shares of FPN in an arm's length private placement to a new controlling shareholder of the Corporation, as more particularly described in the Management Information Circular (the full text of the proposed ordinary resolution is attached to the Management Information Circular as Schedule "A");

(b) an ordinary resolution authorizing the issuance of 42,500,000 common shares of FPN to the shareholders of Kemur Publishing Co. Ltd. ("Kemur") in exchange for all the issued and outstanding shares of Kemur pursuant to a transaction with the new controlling shareholder and a non-arm's length party, as more particularly described in the Management Information Circular (the full text of the proposed ordinary resolution is attached to the Management Information Circular as Schedule "B");

(c) an ordinary resolution authorizing the issuance of 71,000,000 common shares of FPN to the new controlling shareholder in consideration for the acquisition of certain marketing and licensing rights, as more particularly described in the Management Information Circular (the full text of the proposed ordinary resolution is attached to the Management Information Circular as Schedule "C"); and

(d) an ordinary resolution increasing the number of shares available for granting under the FPN stock option plan for the directors, officers, employees and consultants from 4,597,000 FPN Shares to 34,000,000 FPN Shares (a copy of this resolution is attached to the Management Information Circular as Schedule "D").

6. To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Members of the Morgenthau family own 1068265 Ontario Limited, which currently holds 9,200,000 common shares of FPN representing 34% of the 27,038,803 common shares currently outstanding. Accordingly, this aspect of the proposed transaction is non arm's length and shares held by the Morgenthau family may not be voted on the items of business relating to the Reverse Take-Over. Eric L. Vengroff, President, director and Chief Executive Officer of FPN, is related to the Morgenthau family and abstained from consideration and approval of the proposed transaction by the Board of Directors of FPN.

FPN currently has 27,038,803 shares issued and outstanding, 500,000 shares subject to issuance pursuant to common share purchase warrants exercisable at $0.15 per share and 3,479,999 shares subject to issuance pursuant to management incentive options exercisable at $0.10 per share. The Reverse Take-Over is expected to close on or before December 31, 2007. As a result of this acquisition, FPN will have an aggregate of 170,538,800 common shares issued and outstanding, 45,596,017 common shares subject to issuance at $0.10 per share and 500,000 common shares subject to issuance at $0.15 per share. On a non-diluted basis, OML will own 131,000,000 common shares representing 76.8% of the issued and outstanding common shares.

Upon completion of the transaction, Moses Znaimer will be appointed as President and CEO of FPN. Eric L. Vengroff and David J. Cravit will be appointed as Executive Vice Presidents, and Gordon A. Poland will be appointed as Chief Financial Officer. Eric L. Vengroff and David J. Cravit are currently officers of FPN. Gordon A. Poland is currently an officer of Kemur Publishing. The board of directors will consist of Moses Znaimer, Julia Johnston, George H. Grant, Jason Tafler and Dr. David R. Morgenthau.

Completion of the transaction is subject to a number of conditions, including but not limited to acceptance by the TSX Venture Exchange and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be released 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 continues to be halted by the TSX Venture Exchange and trading will not resume until such time as the TSX Venture Exchange has completed customary file review and due diligence procedures. Management of FPN does not anticipate that trading in the shares of FPN will resume until the proposed transactions are completed or abandoned.

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

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. 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 has not passed on the merits of the proposed transactions.

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