Knightscove Media Corp.

Knightscove Media Corp.

February 28, 2012 10:36 ET

Knightscove Media Corp. Inks Definitive Agreements to Acquire 51% of FDR Media Group and Confirms 5 New Broadcast Channel Licenses

TORONTO, ONTARIO--(Marketwire - Feb. 28, 2012) - KNIGHTSCOVE MEDIA CORP. (TSX VENTURE:KC.A)(TSX VENTURE:KC.B) ( ("Knightscove"), a leading Canadian distributor of family entertainment, announced today the execution of the definitive agreements regarding its acquisition of fifty-one percent (51%) of Toronto-based FDR Media Group Inc. ("FDR"), a Canadian diversity-focused media company, broadcasting original and library HD programming in both Hindi and English (the "Acquisition"). Knightscove previously announced its intention to acquire FDR on August 2ND, 2011. The transaction is subject to formal regulatory approval from both the Canadian Radio-television and Telecommunications Commission ("CRTC") and the TSX Venture Exchange (the "TSXV").

FDR is currently distributing two of the first South Asian High Definition channels offered in North America. Mehndi TV HD is focused on showcasing intelligent entertainment catering to Canadian women of South Asian heritage, and Bollywood Times HD is North America's first high definition channel showcasing the latest and greatest blockbusters. Mehndi TV and Bollywood Times are currently available in approximately 3.5 million Canadian homes through major cable providers from coast to coast as part of a free preview promotion. Both channels will be transitioned to paying subscribers commencing March 15, 2012.

FDR Media Group has major content deals with international producers like Zee TV (India's largest broadcast group), Eros films (producers and distributors of Bollywood films with the largest library in the world), Colors TV (A Viacom18 group channel), Food Food (launched by the world's most popular South Asian Chef Sanjeev Kapoor, etc.

FDR has also obtained approval from the CRTC for five new specialty channels, including Hindi Children Channel, aimed at South Asian kids in the 3 to 10-year-old age group, and Masala TV, featuring South Asian cooking. Both channels are proposed as 90% Hindi-language with up to 12 minutes of advertising in addition to their subscription revenue base. Also of great significance is the approval of Channel Q, Canada's first English Language HD channel offering positive lifestyle content to Canada's 2.2 million English speaking members of the Muslim community. Discussion for carriage of the five new channels has already commenced and the group hopes to launch them within the next 6 months.

The aggregate purchase price for fifty-one percent of the shares of FDR (the "Purchased Shares") was set at $1,000,000 (the "Purchase Price"). Payment of the Purchase Price by Knightscove will be made and satisfied through the issuance of ten million (10,000,000) units of Knightscove (the "Units"), at a price per Unit equal to $0.10 with each Unit to consist of: (i) 0.805 Subordinate Voting Shares and 0.195 Multiple Voting Shares in the capital of Knightscove; and (ii) one-half of one (1/2) license condition warrant (a "License Condition Warrant") with each whole License Condition Warrant to entitle the holder thereof to acquire one (1) additional Subordinate Voting Share at a price of $0.125 per Subordinate Voting Share (previously stated at a price of $0.20 per Subordinate Voting Share) until the date that is twelve (12) months from the Closing Date conditional upon FDR receiving CRTC approval for one (1) or more new broadcast channel licenses (the "Licenses") which has now been satisfied through the granting of five (5) additional licenses by the CRTC; and (iii) and one-half of one (1/2) carriage condition warrant (a "Carriage Condition Warrant") with each whole Carriage Condition Warrant to entitle the holder thereof to acquire one (1) additional Subordinate Voting Share at a price of $0.125 per Subordinate Voting Share (previously stated at a price of $0.30 per Subordinate Voting Share) during the first twelve (12) months following the Closing Date and $0.19 per Subordinate Voting Share (previously stated as $0.35 per Subordinate Voting Share) during the second twelve (12) months following the Closing Date conditional upon FDR securing a carriage agreement for one (1) or more Licenses. Knightscove shall maintain the right to require the mandatory exercise of all unexercised License Condition Warrants and Carriage Condition Warrants should Knightscove's Subordinate Voting Shares trade on the TSX Venture Exchange in excess of seventy-five cents ($0.75) for a period of twenty (20) trading days.

The Acquisition of FDR Media Group follows the 2011 acquisition by Knightscove of the Ellis Entertainment library, which added significant programming assets to Knightscove, particularly Ellis's extensive collection of award-winning productions. More than 600 titles will be made available to FDR, including the evergreen genres of wildlife, children's, and history programming.

About Knightscove Media Corp.

Knightscove is a fully integrated entertainment company specializing in the distribution, creation and financing of live action feature films and television productions. The Canadian company offers family-friendly third party and proprietary film and television content through its Knightscove Family Films brand.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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