Lingo Media Inc.
OTC Bulletin Board : LNGMF

Lingo Media Inc.

September 21, 2005 09:45 ET

Lingo Media Completes $800,000 Private Placement-Sept. 21, 2005

TORONTO, ONTARIO--(CCNMatthews - Sept. 21, 2005) - Lingo Media Inc. (TSX VENTURE:LMD)(OTCBB:LNGMF) (the "Company" or "Lingo Media"), a leading educational publisher in China, announces that it has completed an exempt private placement of 4,000,000 Units of its securities at $0.20 per Unit, for gross proceeds of CDN $800,000.

Each Unit is comprised of one common share and one-half of one non-transferable common share purchase warrant ("Warrant") (total of 2,000,000 Warrants). Each whole Warrant entitles the holder to purchase one additional common share for $0.40 for a term of 12 months expiring on September 20, 2006. The Warrants are subject to accelerated expiration, at the option of Lingo Media, at any time after January 20, 2006 in the event that the price of the Company's common shares on the TSX Venture Exchange ("Exchange") is $0.60 or more for 10 consecutive trading days. In such event, the Company has three business days to give notice of the acceleration of the term to the holders of the Warrant and the Warrant term will be reduced to ten business days from the date of such notice. Directors and management of the Company participated in the financing subscribing to $281,000.

Lakeshore Capital Partners Ltd. acted as agent along with other sub-agents. A fee of 7% was paid to Lakeshore and sub-agents with respect to the sale of 4,000,000 Units. In addition, a total of 140,000 Compensation Warrants were issued to the agent and the sub-agents. Each Compensation Warrant entitles the holder to purchase one common share for $0.40 for a term of 12 months expiring on September 20, 2006. The Compensation Warrants are subject to accelerated expiration on the same terms as the Warrant.

The 4,000,000 common shares issued pursuant to the private placement and any shares issued upon the exercise of the Warrants and the Compensation Warrants are subject to a restricted period for resale expiring January 20, 2006.

The proceeds of the offering will be used for:

1. investment in Jintu Culture Media Company Joint Venture ("Jintu JV") in China;

2. investigation and due diligence of joint ventures opportunities in China and Mexico; and

3. general working capital purposes.

Under the Jintu JV Agreement, Lingo Media will invest approximately $385,000 (yens 2,550,000 RMB) for its 51% interest. The joint venture will use the proceeds to increase the size of its sales force to 100 marketing reps and to launch a fall 2005 marketing campaign in Hebei Province. The Jintu JV registration documents have been filed in Hebei Province and approval is anticipated by year end.

"Lingo Media is expanding its business opportunities through joint venture acquisitions like the Jintu JV which will drive revenue for the Company", said Michael Kraft, President & CEO of Lingo Media. The Jintu JV, the first acquisition under the Company's China Expansion Plan, is a direct-to-consumer distribution business selling educational newspapers, including Family EDU, High School Exam Edition and College Exam Edition, along with a variety of educational books and DVDs.

About Lingo Media

Lingo Media is a leading publisher of English language learning programs in China, incorporating print, audio/video cassette and CD-based products for students and teachers from pre-school through university. Founded in 1996, Lingo Media has an established presence in the Chinese educational market of more than 200 million English language students. To date, over 90 million units from Lingo Media's library of more than 250 program titles have been published and sold in China.

Portions of this press release include "forward-looking statements", which may be understood as any statement other than a statement of historical fact. Forward-looking statements contained in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from management's expectations and projections expressed in this press release. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's Annual Report 20-F and other reports filed with the Securities and Exchange Commission.


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