Knightscove Media Corp.

Knightscove Media Corp.

October 27, 2011 11:27 ET

Knightscove Media Secures Financing to Complete Acquisition of Original and Library HD Programming Firm FDR Media Group Inc.

TORONTO, ONTARIO--(Marketwire - Oct. 27, 2011) - KNIGHTSCOVE MEDIA CORP. (TSX VENTURE:KC.A)(TSX VENTURE:KC.B) ( ("Knightscove"), a leading Canadian distributor of family entertainment, announced today that it has secured financing in the amount of $1,000,000 (the "Loan") needed towards the completion of the acquisition of 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"). Knightscove previously announced its intention to acquire FDR Media Group in a press release dated August 2, 2011. The transaction is subject to formal regulatory approval from both the CRTC and the TSX Venture Exchange (the "TSXV").

The financing has been obtained through a loan agreement with 2301927 Ontario Inc. The proceeds will further Knightscove's acquisition of FDR Media Group and will assist FDR Media Group in its launch on Bell Fibe TV in November 2011 as indicated in its press release dated October 24, 2011.

A major shareholder of 2301927 Ontario Inc. is Vasdev Chanchlani ("Mr. Chanchlani"), a private investor and philanthropist. Mr. Chanchlani is the recipient of multiple awards including being named one of the Top 25 Canadian Immigrants in 2010 by Canadian Immigrant Magazine. Mr. Chanchlani is also the founder of the Chanchlani Foundation, an organization dedicated to promoting relations between Canada and India and strengthening the Indo-Canadian community.

The Loan bears interest at a rate of 10% per year payable monthly in cash or, at Mr. Chanchlani's discretion and subject to TSXV approval, in subordinate voting shares, and matures on December 15, 2012. In addition, and subject to TSXV approval, Knightscove has granted to Mr. Chanchlani, a two percent lending fee and a bonus fee in the amount of $200,000 payable through the issuance of 2,415,000 subordinate voting shares and 585,000 multiple voting shares in the capital of Knightscove, all at a price per subordinate voting share and multiple voting share equal to approximately $0.066. Further to the above, Knightscove and some of its subsidiaries are providing additional guarantees for the Loan.

The Acquisition of FDR Media Group follows the recent acquisition by Knightscove of the Ellis Entertainment library. The purchase of the Ellis Entertainment library 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 Media Group, including the evergreen genres of wildlife, children's, and history programming.

Harris Brown & Partners Limited ("Harris Brown"), a Toronto-based Corporate Finance firm, acted as an advisor to Knightscove and FDR Media Group for the Acquisition, and is currently acting as Knightscove's financial advisor for its continued financial offerings.

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

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.

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