Brighter Minds Media, Inc.
TSX VENTURE : RRC.P

Brighter Minds Media, Inc.

March 21, 2006 13:10 ET

Roadrunner Capital Corporation Announces Closing Of Qualifying Transaction With Brighter Minds Interactive, LLC And Prospectus Offering Of 7,142,858 Units

TORONTO, ONTARIO--(CCNMatthews - March 21, 2006) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Roadrunner Capital Corporation ("Roadrunner") (TSX VENTURE:RRC.P), a capital pool company listed on the TSX Venture Exchange, announces that it closed on March 20, 2006 its previously-announced Qualifying Transaction with Brighter Child Interactive, LLC ("BCI"). Pursuant to the Qualifying Transaction, Roadrunner has changed its name to Brighter Minds Media Inc. ("Brighter Minds"). An aggregate of 43,083,735 common shares of Brighter Minds were issued to the direct and indirect securityholders of BCI.

Concurrently with the closing of the Qualifying Transaction, Brighter Minds completed a public offering of units in the amount of $2.5 million at a price of $0.35 per unit. Each unit consists of one common share of Brighter Minds and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of Brighter Minds for a period of 18 months at a price per share of $0.45. Westwind Partners Inc. and Wellington West Capital Markets Inc. acted as agents for the concurrent public offering. The agents received cash compensation of approximately 7.5% of the gross proceeds of the offering. The agents also received brokers warrants to purchase, in the aggregate, 444,496 common shares of Brighter Minds at a price per share of $0.35 exercisable for a period of 18 months following closing of the offering. The agents have also been granted an over-allotment option, exercisable only on completion of the maximum offering of $6,000,000 or 17,142,857 units, exercisable for a period of 30 days following closing of such maximum offering, to purchase up to 2,571,423 additional units solely to cover over-allotments, if any.

Subject to final approval of the TSX Venture Exchange, the common shares of Brighter Minds are expected to be listed on Tier 1 of the Exchange under the stock symbol "BRI".

As a result of the closing of the Qualifying Transaction and public offering, there are 54,426,593 issued and outstanding common shares of Brighter Minds, of which 2,220,000 common shares are subject to a Tier 1 value security escrow agreement and 38,567,241 common shares (assuming the exercise of options subject to the escrow) are subject to a Tier 1 surplus security escrow agreement entered into between the vendors of BCI, Brighter Minds and Equity Transfer Services Inc. 1,622,715 of these escrowed shares are subject to cancellation if Brighter Minds does not complete a second tranche closing under the offering raising a minimum additional gross proceeds of $650,000 or which results in 100 or more separate subscribers to the offering (taking into account the number of subscribers from the first tranche of the offering). In order to avoid cancellation of such escrowed shares, the second tranche must close prior to the occurrence of a material change in respect of the business of Brighter Minds and on or before April 28, 2006. If the second tranche successfully closes, the 38,567,241 surplus securities mentioned above will move to a value security escrow arrangement.



The 40,787,241 escrowed securities are held as follows:
----------------------------------------------------------------------
After Giving Effect to the
Transaction and the
$2.5 million offering
----------------------------------------------------------------------
Name and Municipality of Designation Number of Percentage
Residence of of class securities to of class
Securityholder be held in
escrow
----------------------------------------------------------------------
3363155 Canada Inc. Options 2,562,000(1) 28%
Toronto, Ontario
----------------------------------------------------------------------
Vivian Antonangeli Options 2,178,125(1) 24.2%
New Albany, Ohio
----------------------------------------------------------------------
Product Ventures Inc. Common Shares 405,540(1) 0.8%
Toronto, Ontario
----------------------------------------------------------------------
Hargan Global Ventures Inc. Common Shares 30,487,837(1) 56.0%
Toronto, Ontario
----------------------------------------------------------------------
Global Thinking Partnership Common Shares 2,933,739(1) 5.4%
Markham, Ontario
----------------------------------------------------------------------
Richard Pam Common Shares 2,220,000(2) 4.1%
New Albany, Ohio
----------------------------------------------------------------------


Notes

(1) These securities are subject to a Surplus Security release schedule. The Surplus Security release schedule provides for a three year escrow release mechanism, with (a) 10% of the escrowed securities being releasable upon the issuance of the Final Exchange Bulletin, and (b) 15% of the escrowed securities being releasable in six month intervals on each of the six, twelve, 18, 24, 30 and 36 month anniversaries of the Final Exchange Bulletin.

(2) These securities are subject to a Value Security release schedule. The Value Security release schedule provides for an 18 month escrow release mechanism with 25% being releasable at the time of the Final Exchange Bulletin, and 25% of the escrowed securities being releasable every six months thereafter.

At the closing of the Qualifying Transaction, Shawn McReynolds and John Ing resigned as directors of Brighter Minds and Anthony Bordon, Peter Friedmann and Harry Hart were appointed to the Board of Directors of Brighter Minds. Accordingly, the new board of directors of Brighter Minds is comprised of the foregoing persons as well as Sam Ifergan, Vivian Antonangeli, Elaine Kierans and Harold Wolkin. The new senior management team of Brighter Minds consists of Sam Ifergan as Chairman of the Board and Chief Financial Officer and Vivian Antonangeli as Chief Executive Officer.

In anticipation of the Qualifying Transaction, an annual and special meeting of the shareholders of Brighter Minds was held on January 19, 2006 at which the shareholders elected Mr. Ifergan, Ms. Antonangeli and Ms. Kierans to the board of directors, authorized an amendment to the articles of the corporation in respect of the name change, authorized an amendment to the stock option agreements held by Mr. McReynolds and Mr. Ing so that after their resignation on closing of the Qualifying Transaction the stock options held by such directors may be exercised for one year, and approved the 2006 Stock Option Plan of Brighter Minds.

About Brighter Minds Media Inc.

Brighter Minds is a leading provider of children's "Edutainment" multimedia content. "Edutainment" refers to the combination of educational and entertainment products to create more effective learning tools for children. Brighter Minds creates and distributes multimedia Edutainment products including software, books and DVD games that combine education fundamentals and entertainment value to provide a learning experience that is fun for children from birth to age 12.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy for this release.

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