Knightscove Media Corp.
TSX VENTURE : KC.A
TSX VENTURE : KC.B

Knightscove Media Corp.

August 03, 2011 07:16 ET

Knightscove Media Corp. to Launch Two HD Channels, Bollywood Times and Mehndi TV, in Fall 2011 Through the Acquisition of FDR Media Group Inc.

TORONTO, ONTARIO--(Marketwire - Aug. 3, 2011) - KNIGHTSCOVE MEDIA CORP. (TSX VENTURE:KC.A)(TSX VENTURE:KC.B) (www.knightscove.com) ("Knightscove"), a leading Canadian distributor of family entertainment, announced today the entering into of a letter agreement to acquire fifty-one percent (51%) of Toronto-based FDR Media Group Inc. ("FDR Media Group"), a Canadian diversity-focused media company, broadcasting original and library HD programming in both Hindi and English (the "Acquisition').

The aggregate purchase price for fifty-one percent of the shares of FDR Media Group (the "Purchased Shares") was set at $1,000,000 (the "Purchase Price"). The Acquisition is set to be completed on or about September 16, 2011 (the "Closing Date").

"The acquisition of FDR Media is a major building block in Knightscove's mission to provide family programming to North America and for world distribution," explained Leif Bristow, President and CEO of Knightscove. "With more than 460,000 South Asian families in Canada, and 60% in the greater Toronto area alone, this represents a unique opportunity for greater market access. Diversity of programming is a vital factor in our ability to grow as a company."

This subscription based service will reach the growing segment of this North American audience base. The new channels will offer shows from the biggest studios in India. The planned launch in October 2011 promises to be the fastest growing platform launch to date. Bollywood Times Television, the all-action dominated channel, and Mehndi, with its modern programming appealing to women, will, for the first time, feature HD channels to this Canadian audience segment.

Included are blockbuster movies, international films, action-oriented series, health and fitness shows, lifestyle programs, documentaries, game shows, and a broad array of shows aimed at attracting more female viewers.

"FDR Media Group is very happy to be a part of Knightscove, a move that will enable us to build channels that attract larger, diverse audiences, specifically appealing to Canada's ethnic population, not based on religion or politics," noted Ron Maitra, CEO of FDR Media Group. "Over 38,000 hours of new programming will be introduced with great cross-over appeal."

The Acquisition follows the recent acquisition by Knightscove of the Ellis Entertainment library. This purchase added significant programming assets to Knightscove, particularly Ellis's extensive library of award-winning productions. A treasure trove of over 600 titles will be available to FDR Media Group including the evergreen genres of wildlife, children's and history programming.

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 twenty cents ($0.20) per Subordinate Voting Share until the date that is twelve (12) months from the Closing Date conditional upon FDR Media Group receiving CRTC approval for one (1) or more new broadcast channel licenses (the "Licenses"); 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 thirty cents ($0.30) per Subordinate Voting Share during the first twelve (12) months following the Closing Date and thirty-five cents ($0.35) per Subordinate Voting Share during the second twelve (12) months following the Closing Date conditional upon FDR Media Group 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.

Payment of the Purchase Price is contingent upon Knightscove assuming responsibility for sourcing three million eight hundred thousand dollars ($3,800,000) of working capital of FDR Media Group over a twenty-four (24) month period to be sourced as follows: (i) five hundred thousand dollars ($500,000) payable on or before August 15, 2011 (with such amount to be made by Knightscove in the form of a secured loan to FDR Media Group); (ii) one million dollars ($1,000,000) payable on the Closing Date; and (iii) the balance of two million three hundred thousand ($2,300,000) payable following completion of the FDR Media Group acquisition on an as need basis.

In addition to the above, completion of the FDR Media Group acquisition will be subject to the approval of the directors of each of Knightscove and FDR Media Group and the entering into of certain additional definitive agreements with such agreements to be completed on or before the Closing Date.

Completion of the FDR Media Group acquisition will thus result in the issuance of eight million and fifty thousand (8,050,000) Subordinate Voting Shares and one million nine hundred and fifty thousand (1,950,000) Multiple Voting Shares in the share capital of Knightscove. In addition thereto, the exercise in full of the License Condition Warrants and Carriage Condition Warrants will result in the issuance of an additional ten million (10,000,000) Subordinate Voting Shares in the share capital of Knightscove.

The Subordinate Voting Shares, the License Condition Warrants, the Carriage Condition Warrants and the Subordinate Voting Shares issuable upon the exercise of such License Condition Warrants and Carriage Condition Warrants will be subject to resale and escrow conditions and receipt of regulatory approval, including TSX Venture Exchange approval.

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.

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

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