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

Fifty-Plus.Net International Inc.

August 30, 2007 09:51 ET

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

TORONTO, ONTARIO--(Marketwire - Aug. 30, 2007) - On April 26, 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, to acquire certain media assets which were synergistic with its online media business, if and when certain third party conditions were satisfied. Those conditions have now been satisfied, and FPN is now able to provide details of the proposed transaction.

Under the proposed transaction, Olympus Management Limited ("OML") will 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.

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 will subscribe for and FPN will issue to OML 30 million units at a purchase price of $0.10 per unit for aggregate gross proceeds of $3.0 million. Each unit will consist 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 will transfer to FPN a 66.7% interest in Kemur Publishing Company Limited, 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 circulation of approximately 190,000.

3. OML will transfer 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 will also acquire the remaining 33.3% interest in Kemur Publishing from 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.

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 will be subject to related party transaction rules or exemptions prescribed by applicable securities laws and stock exchange policies. 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 and 4,365,000 shares subject to issuance pursuant to common share purchase warrants and options exercisable at $0.10 per share. As a result of this acquisition, FPN will have an aggregate of 170,538,800 common shares issued and outstanding and 34,365,000 common shares subject to issuance at $0.10 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 Vengroff and David Cravit will be appointed as Executive Vice Presidents, and Gordon Poland will be appointed as Chief Financial Officer. Eric Vengroff and David Cravit are currently officers of FPN. Gordon Poland is currently an officer of Kemur Publishing.

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 has been 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.

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

Further announcements as to the details, timing and progress of the proposed transactions will be made as developments occur.

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

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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